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Nicole Holofcener's most recent production, Lovely & Amazing, was shot on high-definition video for less than $1 million. "Quite honestly," Holofcener says, "I shot this movie on 24-frame high-definition video because that was the only way I could get it produced. I wanted to shoot film but the budget wasn't there.

"The cameras and crew were huge, and HD needs plenty of light," she said. "It's not like I was tempted to keep endlessly rolling because I was shooting video. I typically know what I want, and when I get it, I move on. Other than not having to check the gate, shooting HD was basically the same as film."

Holofcener created Lovely & Amazing in a style that feels like improvisation: smudgy around the emotional edges and very real.

Director Nicole Holofcener (left) with actress Catherine Keener on the set of Lovely & Amazing. - click image for larger view and details
"I'm attracted to actors who have a natural, unmannered way and don't do a lot with their faces or hands," Holofcener said. "My goal is to get actors to do less and react truthfully, and that often looks like they're improvising."

However, the director said that she never improvises once the cameras are rolling because there simply isn't time. "I will improvise a little in rehearsal and if an actor says something great, I write it down and rewrite new pages. I've heard directors say that some actors want to be provoked or picked over with some really great piece of direction. But that's not my way. I work with all actors in generally the same manner. It's very straightforward and respectful of the natural qualities they bring as individuals."

The film begins with Jane Marks (Brenda Blethyn) entering the hospital for a weight-reduction procedure. Jane's three daughters — unemployed Homecoming queen Michelle (Catherine Keener) caught in a loveless marriage; desperately neurotic Elizabeth (Emily Mortimer), who suffers continual humiliation on Hollywood's casting couch; and 8-year old Annie (Raven Goodwin), an adopted black youngster who straightens her hair and frets about her weight — ricochet through their daily lives while their mother's health is in the balance.

Brenda Blethyn and Raven Goodwin in a scene from Nicole Holofcener's Lovely & Amazing. - click image for larger view and details
Child actor Raven Goodwin presented Holofcener with several challenges. Holofcener countered by directing her in what she calls "a less mysterious way." For example, there were problems with Goodwin remembering her lines, or laughing fits that wouldn't stop. "We figured out Raven was sort of a sugar addict and her behavior would change after eating a bunch of candy," Holofcener said. "I'd have conversations with her parents to monitor her sugar intake to avoid those kinds of things."

Accents were also a source of anxiety for Holofcener. Both Brenda Blethyn and Emily Mortimer, who portray an American mother and daughter, are U.K. actors. "I was cautioned by everyone not to make that casting choice," Holofcener said. "But they were both so perfect that I was determined to overcome my fears. Even with a dialogue coach I had to change a few lines on the set. 'Where's the exit?' became 'how do I get out of here?' It just made them feel more comfortable, and I'm not so precious with my own screenplay that I can't make changes."

As a director, Holofcener works diligently to minimize awkward situations for the actors. One such instance is Elizabeth's nude scene with Kevin (Dermot Mulroney). Although Elizabeth is passed over by Kevin earlier in the film for a co-starring role on a TV series, she finds herself in the star's bedroom nevertheless. Bewildered as to why Kevin and his team had not found her "sexy enough" to get the part, Elizabeth urges Kevin to verbally dissect her body for every flaw and strength the camera would see.

Dermot Mulroney and Emily Mortimer in a scene from Nicole Holofcener's Lovely & Amazing. - click image for larger view and details
Holofcener rehearsed the scene without any nudity, and tailored all the dialogue to Emily Mortimer's body. Both actors contributed their own dialogue, which Holofcener used on the day of shooting. Neither Mulroney nor Mortimer had ever worked together or met before, magnifying the challenge.

"I had a closed set and spent a lot of time apologizing to Emily about putting her through such a difficult scene," she said. "From a technical standpoint it was challenging because if I needed an extra take that meant Emily had to stand there naked that much longer.

"In a scene like that or the audition scene, where Emily and Dermot have to make out over and over again in front of the crew and all the extras, my job is to make things as emotionally safe and comfortable for the actors as I can," Holofcener explained. "If they feel protected, then they can push their own limits and deal with what those scenes demanded. It's a fine line. You want to get the best performance, but you can't be this bad person that just keeps shooting and shooting until you're satisfied, with conditions and content that are so emotionally taxing."

In Lovely & Amazing, Holofcener manages to bring her diverse, angst-ridden women somewhat closer together in the end, despite their ongoing problems. She credits the film's relaxed structure to her own natural sensibilities, and her editor's "moving, emotional first assembly."

Ensuring that her creative team understands her vision is a priority for a director like Holofcener. She thrives on an open exchange of ideas. The way the director works with her DP, for example, illustrates her method.

"Harlan [Bosmajian] and I spent about two weeks storyboarding before production. I'd rehearse the actors, while he'd frame up a shot. Then I would come and check it. Just like my editor, Harlan's first instinct was often really great," she said. "This is a collaborative process, and I don't feel like I have to keep any distance from anyone on the crew, no matter how simple a job they're getting paid to do."

Nicole Holofcener directing a scene from Lovely & Amazing. - click image for larger view and details
Relationships are what Holofcener's films are all about. "It was a challenge to make a movie about girls who talk about boring things and appear, at first blush, very selfish and trivial," Holofcener said. "But I don't understand this need by filmmakers to always make characters sympathetic. If their behavior is interesting, complex and human, we're going to want to watch it."

–David Geffner

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