Summer 2014

Smart & Funny

In films like Enough Said, Friends With Money and Lovely & Amazing, Nicole Holofcener has demonstrated a fearless talent for creating stories so achingly personal they have universal resonance. The joke’s on everyone.

Photographed by Scott Council

DGA Quarterly Nicole Holofcener

Each of Nicole Holofcener’s five quasi-autobiographical films—Walking and Talking (1996), Lovely & Amazing (2001), Friends With Money (2006), Please Give (2010) and Enough Said (2013)—abound in sharply-observed life moments. In her oeuvre, characters banter, bicker, covet, fall in and out of love and try to absorb life’s humiliations, often in ways both funny and heartbreaking. They give her work an emotionally trenchant European feel, as if the films were human mosaics of the gracefully bittersweet.

After attending NYU film school and getting an MFA from the graduate film program at Columbia University, Holofcener directed the short Angry (1991), which started her long relationship with the Sundance Film Festival: three of her features have premiered there, and Friends With Money was the opening-night presentation. Over the years, she has attracted big name stars such as Julia Louis-Dreyfus, Frances McDormand, Jennifer Aniston, and James Gandolfini, and has drawn nuanced, naturalistic performances from all of them.

Holofcener has clearly absorbed the influence of her heroes—Albert Brooks, Hal Ashby, James L. Brooks, and Elaine May—but her films are so original they defy categorization. The New York Times film critic A.O. Scott called Enough Said a comedy, but a comedy so incisive and true that it uncovers “a zone of anxiety, fear and hope that has rarely been explored with such empathy or precision.”

The dryly witty Holofcener was born in New York to a set decorator mother and a Broadway lyricist father. Her stepfather, Charles H. Joffe, was one of Woody Allen’s longtime producers. Although she admires Allen’s work, and was a PA on A Midsummer Night’s Sex Comedy, she says Allen was never her mentor. “There are articles saying I learned to direct under his tutelage. I’m embarrassed that he’d ever read that and think I said those things,” she says. “I wasn’t watching him direct and taking notes. I was with the bagels and the cream cheese.”

MARGY ROCHLIN: How did you decide to become a director?

NICOLE HOLOFCENER: I thought I wanted to be a screenwriter. But in film school, it’s a whole program: you take acting, screenwriting, and directing, and directing my own script was so much fun. I liked being in control of my work. I felt like directing utilized all the good parts of me. I got a lot of positive feedback, so I thought, ‘Maybe I can do this!’

Q: After graduating from Columbia, you wrote, directed and starred in a short film called Angry. Your humor and style already seemed fully formed. The film begins: ‘Last week, I broke up with my mother. At first, I was pretty upset. But now I’m feeling pretty good!’ How did that come about?

A:[Producer] Ted Hope was trying to get my first feature made, Walking and Talking, and he financed Angry to help our cause.

Q: And did it help?

A: It still took six years to make Walking and Talking. It was attached to different studios—Miramax toyed with it for a while. It had different casts, different configurations. But Ted was very determined; he helped me hang in there.

Q: Do you think it took so long because of the subject matter or your gender?

A: I think the subject matter and my gender are tied together. I’m a woman and the movie was about two women. If I was a guy and it was about two guys, maybe it would have taken five> years. I don’t think any first-time filmmaker is going to have it easy, but I do think women directors have it harder—especially if they’re writing about women. It’s all about marketing.

Q: As in ‘How do we sell this?’

A: Yes, and ‘How can we make money from this?’ A woman being afraid to lose her friend because she’s getting married, that’s a really small story whether a woman or a man is telling it. Walking and Talking wasn’t Bridesmaids, I’ll tell you that. Although some of the scenes are so exactly the same it’s crazy. In Walking and Talking, I have Anne Heche trying on bridal gowns and she’s farting in the dressing room. But in Bridesmaids they went a step further…

Q: What was it like directing your first feature?

A: It felt very strange but at the same time very normal, because it was my story that I was telling. The newest part was direct-
ing professional actors, knowing they had been directed by other directors and had worked so much more than I had. I was afraid that I didn’t know how to talk to them—that I didn’t sound like a director and that I wasn’t giving interesting direction. But I still managed to have a good time. I’m definitely less nervous now. Having made five movies I can say to myself, ‘Well, I know enough. I’m doing something right.’ If I get onto a set and I see that the window makes nice light and this actor is standing here, then I’m relaxed enough to feel like I can play.

Q: Walking and Talking was your first film with Catherine Keener. Since then, she’s been in every one of your movies. How did this collaboration begin?

A: Catherine and I met through a mutual friend. Her agents gave her the script, and she signed on to do Walking and Talking six years before it got made. She did readings and auditions for various film companies and with different combinations of actors and actresses. She’s always been an incredible support to me, and was a believer from the beginning.

Q: What’s your casting process? You’ve worked a lot with the same casting director.

A: Yeah, Jeanne McCarthy. She’s great and really gets my taste. She started with me on Lovely & Amazing. For the main parts, we go through lists and I usually reject a lot of people and everybody is very frustrated. It’s not so much that I like to be the one who offers the different kind of part to an actor, it’s that I get more excited if I haven’t seen an actor do what I’m asking them to do a million times before.

Q: Isn’t James Gandolfini in Enough Said a good example of that?

A: Right. James Gandolfini hadn’t played a part quite like that before. That’s exciting to me. People have asked me, ‘How did you know he could do something like this?’ It’s moronic. If you watched his work you’d see he had a huge range. I mean, in The Sopranos he was heartbreaking.

Q: I read that you initially tried to get Louis C.K. for the part.

A: My movies always have different incarnations of cast. They revolve and move; someone’s unavailable. I wrote Enough Said with Louis C.K. in my head, not Jim, but I’m so happy Jim ended up being in it. I can’t imagine anybody else—and I guess that’s how Louis felt too. [laughs] Like, ‘I can’t imagine myself in this part. Nevermind!’

Q: The relationship between Gandolfini’s character, Albert, and Julia Louis-Dreyfus’ character, Eva, feels so realistic. How did you achieve that?

A: A lot of it had to do with just how much of a buffoon did we want to make Julia’s character. How silly would she behave when in an awkward situation? Julia and I were very aware that we didn’t want it to be sit-commy or Seinfeld-y. Toward the end of the movie, she gets caught by Jim’s daughter and she hides behind a bush. That’s a really broad thing to write and direct, and we did different versions. Does she go behind the bush? Does she crawl to the bush? Does she run? All those things dictate how sit-commy that moment may or may not feel.

DGA Quarterly Nicole Holofcener
DGA Quarterly Nicole Holofcener
THREE OF A KIND: (top) Holofcener on Enough Said with Julia-Louis Dreyfus (left) and Catherine Keener, who has been in all of her films, including her debut, Walking and Talking (bottom). “I feel very protective about actors when I’m directing.” (PHOTOS: Fox Searchlight Pictures & Miramax Films)

Q: Is it true that Fox Searchlight asked you to make the movie more commercial?

A: Yes, and it wasn’t shameful at all. It was out in the open. They never said, ‘more commercial,’ they said, ‘We want to make a movie with you but we want you to make this one a little funnier, maybe a little lighter.’ I got what they were saying and that was OK with me. I was excited to take the challenge.

Q:How do you work to find that balance with your actors? Did you spend a lot of time on rehearsal?

A: I don’t really rehearse. I’ll have a table reading sometimes but not always. I had a table reading for Friends With Money, but I chose not to have one for Enough Said. When you have a table reading, you invite people to give you their thoughts. And I thought, ‘I don’t need any more opinions. I’m ready to go.’ And some actors really don’t like [table readings]—they feel like they have to perform, and it’s not really an environment to perform well in. It’s also about different actors’ personalities. Some are going to be easier to work with, some have different needs than others. Some like to rehearse, some don’t like to rehearse. Some like to be mothered. You never know. And all of that is still such a tricky and interesting challenge for me.

Q: What is day one like? Is it the first day of school with people eyeing each other wondering ‘Is this a friend or foe?’

A: No, because we’ve been together. For Enough Said, Jim and Julia and I got together three times, for a couple of hours each time. We read through the script, and as we read we’d talk about the scenes, their characters, and what lines they didn’t like or understand. Or they would ad-lib lines and I would write them down.

Q: Such as?

A: The whole thing in the film about Jim’s big hands was created in my living room. There was a line about his hands in the script, but then we actually saw Jim’s hands and how huge they were. Jim ad-libbed a couple of different things, and then Julia said [they looked like] paddles.

Q: Several of your films feature nuanced performances by young actors—Sarah Steele in Please Give, Tavi Gevinson in Enough Said, Raven Goodwin in Lovely & Amazing. Can you talk about how you worked with Raven, who was only 9 years old at the time and played an African-American child in a white family?

A: It was a combination of explaining things to her, joking about things, a lot of asking how she felt about things. Raven did some great stuff, but she was still a kid—sometimes she was all over the place. She could do anger really well; she had balls. [laughs] There’s a scene where she says, ‘Fuck you,’ to Catherine Keener, who plays her sister. It was hard for Raven to say ‘Fuck you;’ her parents were there. But once she got started, we couldn’t stop her. What really blew me away happened when she wasn’t talking. Her face was so expressive, sad and sweet. I knew we could find the right take with Raven because she had such wonderful stuff. But that’s not always the case [with kids].

Q: There was one scene with her at a swimming pool that must have been challenging to direct.

A: Yes, Raven is at a swimming pool and an extra says to her, ‘You’re fat,’ and she says, ‘You’re the fat one.’ I worried, ‘Does the child know she’s fat? Does she not know she’s fat?’ It was just torture. There’s no easy way to cast a person that’s supposed to be fat. It’s hard to reconcile, and I tend to over-explain because I’m uncomfortable.

Q: You’ve often said that you give your actors very casual direction. Do you think that helps to create the naturalistic tone of your films?

A: I do run a casual set. My dialogue [in the films] isn’t very melodramatic. I hate melodrama—at least in my own movies. Even when something sad or serious is going on, it’s underplayed. [When I’m directing] I say a lot of, ‘Less, less, less—not even that much.’ I like my actors to sound like the people they’re portraying, not like really good writers. So it sounds like they’re improvising, but they’re not. There’s some improvising, but not a lot.

DGA Quarterly Nicole Holofcener
DGA Quarterly Nicole Holofcener
BLOCKED OUT: (top) Holofcener working with Keener on Please Give ; (bottom) Under cover on Lovely & Amazing. “I always say that I want to move the camera more; to take more chances. (PHOTOS: Piotr Redlinksi/Sony Pictures Classics & Alexia Pilat)

Q: What other notes might you give to your actors?

A: Sometimes my note is, ‘Look, you’re going to get really angry in that scene we’re shooting tomorrow. So let’s keep you less angry today. We don’t want to see you really angry in four scenes, just two.’ That’s what a director does—you track what you want to see and when. And you don’t want to see too much of one thing.

Q: So do you do a lot of takes?

A: It’s funny: When I was in film school I’d have to work on other people’s movies and I was driven insane by the long hours spent for what felt like no reason [other than] the director didn’t know what they were doing or what they wanted. I just didn’t want to be that kind of director. Maybe that means I’m not a genius—so be it. But it’s also just a matter of style. I don’t understand directors who do 14 takes of a person walking through a door. I think I know what I like. I’ve written the material and there’s a shorthand between the director and the writer since they’re both me.

Q: Since you shoot mostly on location, not on a soundstage, and your films are dialogue-heavy, does that mean lots of ADR?

A: No. Looping is usually worse than bad sound. Actually, I write very short scenes. The dialogue is rarely an issue.

Q: Your production schedules are around 23 or 24 days. How did you learn to work so quickly?

A: I just haven’t had the luxury of time so it’s been trial by fire. I also think working on my shorts definitely gave me practice and reminded me I didn’t want 18-hour days. But I’m a fairly decisive person. When I feel I’ve got it, I move on. And I am very, very careful with casting, so I don’t have to create a performance or battle a combative actor. On my first movie, Walking and Talking, I made my day every day.

Q: What’s the tone like on your set?

A: I don’t yell. There’s a certain amount of calm that I have when I’m directing that’s sort of shocking to me—I don’t think of myself as a calm person. But I also don’t understand mean directors. It’s such a waste of time. What’s remarkable to me is that certain directors have the worst reputation for being mean, even cruel, and they just keep getting jobs.

Q: What are some of the aspects of directing that you feel you’ve gotten better at over the years?

A: Blocking. A bunch of actors standing in a room looking at me like, ‘What should I do when I say this?’ I’ve learned to avoid that moment with lots of preparation. I act out the scenes beforehand with my DP or sometimes the AD. That way, I come to the set prepared and give the actors an idea of what I want. After that, we can play and they can give me ideas. I’ve been in situations where I’ve worked out good blocking and the actor comes in and says, ‘No! I have to pace the whole time.’ Then you’re just fucked. But I’ve gotten more confident over the years and now I know how to say, ‘No, you can’t pace the whole time.’

I’ve [also] gotten a lot better at making the most of a location. When I go location scouting, I’ll look for more windows or layers in a room. I’d much rather have a kitchen with an island in the middle than a galley kitchen. Or be able to see one room from another, so it’s layered, not boxed. You have to make what you’ve got look beautiful, and those things will help a low budget and a fast schedule to look better; less indie. [In the past] on Friends With Money, I didn’t use the larger houses enough—especially the house of the couple with the most money. In the editing room I thought, ‘If I had just moved the camera a little to the left, you could have seen the grand staircase. What was I thinking?’ Well, I was thinking about 500 other things, but that one thing was important.

Q: One of your more challenging locations must have been the airport scene in Enough Said where Julia Louis-Dreyfus says goodbye to her daughter. How did you handle that?

A: My niece had just gone away to college and that was a big inspiration for writing this part of the movie. We shot it at Ontario International Airport. It was a live airport—we couldn’t own it. People were staring at Julia and trying to make their flights. Julia showed up ready to go—ready to cry, ready to really feel it. And we had to do it over and over. An extra was directed to run [in the scene], and we needed to match it with another part of the scene. He kept running in front of Julia in take after take, and she had to perform a really emotional scene over and over because [of that]. It was very stressful.

Q: Considering your setups are usually small-scale and don’t have a lot of moving parts, a scene in Friends With Money where Frances McDormand and Jennifer Aniston walk through the Santa Monica Farmers Market is the action packed equivalent of the chariot race from Ben-Hur. What was your strategy for shooting in such a crowded space?

A: We had a lot of trouble getting a farmers market that fit our schedule. Unfortunately, the Santa Monica one is just nuts. [Like the airport] we didn’t own the market. We had a Steadicam and we figured we’d try to get singles, but mostly it was going to be a two-shot. The dialogue wasn’t difficult but we had to get it really fast. Jennifer Aniston had split up with Brad Pitt about a week before and was being followed by paparazzi. I’d stand in front of her and block her face from photographers—I feel very protective about actors when I’m directing. We built a cardboard maze to get her from her trailer to the set without being photographed or followed. We didn’t have a lot of problems, though, with people in the frame staring at her. She wore a hat and looked more or less like a normal person. I don’t think people knew who she was.

Q: You’ve said that you want an audience to experience your films, and not think ‘How did they get that shot?’ or ‘What great cinematography.’

A: Special effects movies are fascinating. You’re watching Gravity, and thinking, ‘How the hell did they do that?’ And that’s OK—I was still emotionally involved. But for the kind of movies I make? No. I want my movies to get more beautiful and better visually, but I still don’t want to take anyone out of the story. I always say that I want to move the camera more and take more chances. Enough Said was definitely less static; I was finding interesting ways to shoot the scenes, and better places to put the camera.

Q: Do you do a lot of storyboarding beforehand?

A: I do. But then I end up not using them.

DGA Quarterly Nicole Holofcener
DGA Quarterly Nicole Holofcener
IN THE MOMENT: (bottom) On the set of Enough Said and (top) with Frances McDormand and Greg Germann on Friends With Money. “Sometimes it’s just about looking really carefully at the frame, taking a minute to look at the monitor really carefully.” (PHOTOS: Sony Pictures & Fox Searchlight Pictures)

Q: What do you have to do in preproduction to make such a tight schedule work?

A: Prep is so important when you don’t have a lot of time [to shoot], just for me and the DP to get to know each other, to get to know the story together, and share our ideas. Going to a location multiple times is really helpful, which we always have to do. We’ll look at a location and if it costs too much, we have to go back and ask ourselves, ‘Do we really want this?’ It’s a pain in the ass but it ends up being helpful.

Q: How do you feel when you see the first rough cut?

A: I’m usually really excited and really pleased. The second time I see it, I see all the faults, all the problems. But I’ve been generally happy. They’ve been pretty close to what I want. It’s not a big shock. I don’t even watch the dailies as I’m going through it; there’s no time.

Q: Is there a part of the process that most appeals to you?

A: I love the collaboration. For example, having experienced heartbreak and then seeing it recreated in a more profound way by more attractive people is really fun. When Julia [Louis-Dreyfus] or Catherine Keener and I have done something together, and we both realize we’ve created something special, it’s just so fulfilling. Having all these people help me to tell my story still makes me think, ‘How did I get so lucky?’

Q: Since you’re constantly balancing humor with emotion, sometimes in the same breath, music is integral to your films. When do you start thinking about that?

A: Later. I’m no Cameron Crowe. I usually don’t know what the hell kind of music I want until the movie is done. The only time I did have an idea was in Lovely & Amazing. I had a cowgirl thing in my head—[even though] these girls completely weren’t cowgirls in any way. Also, there was a Raffi song that I was playing to my kids all the time. It was somehow connected to the movie for me. So I told the composer, Craig Richey, some of my ideas and he wrote something that, to me, was really perfect.

Q: There’s a moving scene at the end of Lovely & Amazing where Raven arranges her mother’s pillows on her bed. It’s such a small thing but you’re able to get so much feeling out of it.

A: That scene was at the end of the movie and I had no idea how I was going to end it. I set the whole pillow thing up in the beginning and then when I got to the end I thought, ‘Oh, she should be arranging the pillows because she wants it nice for her mom.’ Who would ever put a scene like that in a movie? But it works, because it’s at the end and it has meaning. My style of filmmaking is about not wanting big moments to be the resolution of things. In Please Give, the two sisters are bitching at each other the whole time and aren’t very supportive and are really different, but when Amanda Peet’s character is at her lowest and she puts her head on her sister’s shoulder, that says enough. If they had a big hug, and the music was playing, and there were tears, it would feel so corny. I like being moved by smaller things; it feels less manipulative. The resolution between characters or the closure or just the arc is smaller than what I see in most movies, which is probably why it is harder for me to make movies. The smaller the arc, the lower the budget.

Q: Has financing your films gotten easier over the years?

A: It certainly has. Walking and Talking was cobbled together but each movie since has gotten financing from one source. It took a while—and a lot of convincing on [producer] Anthony Bregman’s part—to get Sony Classics onboard for Please Give. I think they thought it was too small or too sad. It might have been a six-month period of us not getting anywhere with it, but it wasn’t years.

Q: Was Enough Said your biggest budget?

A: No, Friends With Money was made for $8 million; Enough Said was $7 million. A lot of actors pass on my movies. [The paycheck] kind of weeds out the ones who are uncertain, or want to make more money. The ones who are there, I know are doing it for the material—and that’s really wonderful to me. If you’re paying an actor $10 million, do they even like it? Or are they just paying for their kids’ private school for the next hundred years?

Q: You’ve directed a number of high-profile television shows—Parks and Recreation, Six Feet Under, Gilmore Girls. Aside from budget, do you think directing independent films and TV require a similar skill set?

A: Yes, it’s the same eight pages a day. The first [television show I directed] was Sex and the City. The budget was shocking. I couldn’t believe the toys and the cranes and the things I could play with.

Q: So it gave you hands-on experience with equipment that you hadn’t been able to afford before?

A: Absolutely. [Like] do I want a Technocrane? It has a very specific look, and we did use it a few times on that show. Working on a higher budget definitely does teach me. I’m always learning.

Q: Do you plan to continue directing TV in between your features?

A: I do. There’s the practice, it makes me get out of the house, and it’s a good excuse to stop suffering over writing. And I’ve been able to be really choosy. I just directed an episode of Togetherness, the Duplass brothers’ HBO series.

Q: How far into the future do you plan your career?

A: I try not to think about the next thing while I’m making a movie. But everybody thinks [about the future]. In fact, right now I have three things up in the air. I said to [my producer] Anthony, ‘I don’t know which one to do,’ and he said, ‘Do them all. That’s what directors actually do. They line things up, get a full dance card, that way you’re working all the time.’

Q: Does having children affect how you make career decisions?

A: Hugely. I just got asked to do two things that were in New York for a month. They would have been really fun jobs, but I’m not going to leave my kids for a month when they’re in school. I was going to direct 50/50, and that would have been the first time I directed someone else’s script. But one of my kids was having a hard time at school, and I couldn’t leave. It’s the first thing I think of. My poor agents have to deal with it all the time—rearranging dates and turning things down.

Q: Would you like to work more frequently?

A: Definitely. I want to make money and keep making movies and one day I’m going to drop dead so I need to hurry up. Especially because my kids are older now I do feel like I could be working more. Then again, I’ll probably kill myself when they leave home.

Q: You can send out a press release when they go to college.

A: Yeah. It will say, ‘Completely available. I will whore myself out for anything.’ [laughs] Just kidding. I will still use them as an excuse if I don’t want to do something.

Q: Do you think women are pigeonholed into certain genres?

A: Like romantic comedies? Yeah. I mean it’s good to hear that a woman directed episodes of Breaking Bad. She’s breaking a barrier. But overall I think the business is just downright sexist and racist. The world is sexist and racist—why should the movie business be an exception?

Q: So does that mean male directors get offered better scripts to direct?

A: I do think that I get offered a lot less good stuff. But I can’t blame it on my gender. I just blame it on the fact that what I do is idiosyncratic. But there are movies that guys direct that I could have easily been offered. But they develop things. I don’t work that much also because I don’t have a production company. [Other directors] have people reading and optioning stuff all over the place.

Q: Why don’t you do that?

A: Having a machine or producing doesn’t interest me. But I am interested in a script that someone else wrote if it’s something I couldn’t have made up. I really wanted to direct The Weather Man, that Gore Verbinski ended up directing. That’s a story that no one would assume I would be interested in. And I did go in and have a meeting about it and they were open to it. But I totally blew the meeting. I think I was too opinionated about what I would change.

Q: Would you direct a movie that had a long car chase in it?

A: I would. But the rest of the movie would have to be really good.

Q: What about a big fight sequence?

A: I might have more fun with that. If it was really connected to what the characters were doing. But I wouldn’t want to shoot Raging Bull. I’m not interested in waiting around while [the stunt coordinator is setting up a shot]. It would be interesting for about a minute, and then I’d want to get back to the point of it all, which is working with the actors. To direct scenes about people and—at the risk of sounding obnoxious—humanity and what it’s like to be alive. That’s what I’m there for. That’s not to say I don’t enjoy a silly movie or a funny comedy that doesn’t have meaning. But that’s not why I’m making movies—or at least not so far.

DGA Interviews

Prominent directors reflecting on their body of
work through an extended and in-depth Q&A.

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