Where the Idea came from

Some years after I'd lost my father, my mom told me about an encounter she had one afternoon.

Walking across Wilshire Blvd in Los Angeles, she came upon a man who looked like a carbon copy of my father. A perfect double.

It stopped her cold.  

She had her glasses in her hand and started to put them on, and then.... she didn't. She just stood there and watched him approach.

She told me, "I didn't want a better look... I knew it wasn't your father. It just felt so nice, in that moment, to just imagine that it was really him. He had a big smile on his face. It felt so good to see him again. It felt like it used to."

The man brushed right past her. The light changed. Cars honked. She hurried to the other side of the road, and continued on.

I couldn't get the scene out of my head.  

It haunted me. I thought about it. I dreamt about it. I replayed it over and over in my head. Who was he? Where did he come from? What if they'd met? What if she didn't tell him he was a double?

And so I started to sketch out a story. 

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Writing the script

Matt Mcduffie is a phenomenal writer. I had admired his work for many years. I'd read several scripts of his, met him a couple of times, and been trying to come up with something for us to collaborate on. (When you commit to making movies for a living, you read a thousand lousy scripts. The good ones are easy to remember. Matt's were good.) Among many talents, Matt has a way of crafting a surprising line of dialogue that's so honest and so true and direct that it knocks the wind out of you when you read it. 

I wanted those moments in The Face of Love.  I called Matt and pitched him the story. He dug it right away and we agreed to co-write the script. 

One small wrinkle:

I live in Los Angeles. Matt lives in New Mexico.  How were we going to write together?

Despite the fact that he was geographically undesirable, Matt and I shared a gut sense of how the story ought to to be told and we didn't want to let geography get in our way. This being the twenty-first century and all, we decided to try writing the script long distance.

I've been in a long distance relationship: it's not good.

Was this going to turn out any better?

Usually, when you're writing, you're in the same room together.... or at least in the same city. You can jump in your car and go grab a coffee and discuss the day's challenges. You can take a walk around the block. You can share a drink and curse the scene that kicked you in the ass today.

None of this for us.

There was the phone. And there was email. But mostly there was just email.  There was no time to waste on intellectualizing, or procrastinating. We just started emailing ideas back and forth. Soon the script pages started to fly between us. The challenge of distance turned out to be a very lucky hurdle for us.

It was a happy experience.

The script came out coherent, in a singular voice, and full of emotion.  And there were even a few of those moments I'd hoped for, moments that knocked the wind out of me when I first read them. Moments that still knock me out when I read them now.

We finished the script, but the writing continued. Rewrites, tweaks, polishes. They go by many names. Somebody once said that the last cut of a movie is just the final rewrite. That's totally true. 


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Who could play Nikki, the character around whom this story revolved?

I needed someone authentic, someone who could remain sympathetic even while keeping this huge secret from a man who's falling in love with her, someone whom we could identity with utterly and completely. In short, I needed somebody great .

Well, is there any actress greater than Annette Bening? 

Annette Bening makes me believe. Doesn't matter the where or the when or the why of the story. When I watch her, it's for real. She is an inspiring reminder of the power of fine acting. Yes, of course she'd be great for the part! But how to make that a reality? 

This is one of the many instances when you realize how crucial it is to have a good producer.

I'm lucky to have two great producers.

Bonnie Curtis and Julie Lynn.

I like to call them my two mommies (even though we're much closer to brother and sisters!).

It turns out that Julie had already made a movie with Annette ("Mother and Child" directed by Rodrigo Garcia) . This made the next step easy. We sent Annette the script.

And then prayed to the movie gods.

Somehow, incredibly,  in less than a week, I found myself sitting on the patio at the Chateau Marmont discussing the story with Annette Bening.

Annette has an amazing quality as a human being. Despite her fame, despite her success, despite all the accolades, she is a completely real  person from the moment you meet her. I'm convinced this is her great gift, not only as an actress, but as a human being.

There's no pretense. Not on the screen. Not in life.

Within five minutes we were talking about our kids, our lives, our childhoods. And we talked about loss. The fear. The shock. The maddening pain. We all go a little crazy when we lose somebody so terribly close to us.  

I'd found Nikki. 


Ed Harris is a singular actor. There's nobody else like him. Masculine, intense, hardened. Deeply soulful and vulnerable just below the surface. An American through and through, and an artist. The only other actor I'd ever seen who combined these contrary forces so genuinely was Steve McQueen. But this was 2012, and Ed Harris is simply the greatest living heir to this unlikely combination. There's nobody better.

I'd written myself into a difficult position. From the earliest genesis of the story, I'd never pictured anyone else for the role.

I was in a panic.

What if I can't get him? What if he's not available? What if he doesn't like it? 

We sent the script to Ed's agent, Rick Kurtzman at CAA, and prayed lightning would strike twice.

Unbelievably, I soon got a call. Ed wanted to meet.

A few days later I drove up the Pacific Coast to his house. Here's what it's like to meet Ed Harris for the first time.

He waves me into the driveway, shooing the dog out the way, instructing me to park next to a beat-up pickup in front of the garage. A minute later, we're inside. 

"Just fixing myself a sandwich. You want a peanut butter and jelly?" 

"No thanks. I just ate." 

"How about coffee? I just ran out of fresh grounds with that last pot, but I could throw a cup in the microwave for you." 

"That sounds good." 

I take my coffee and meet him on the back deck. The waves of the Pacific crash silently far below us in the distance.  

He asks me about the script, the idea, the character. He talks about art (his character in the script is a former artist), about love, about family. He talks about disappointment and hope. He's got this character between his teeth and we haven't even started pre-production yet.

Finally he leans forward.  "Well, look. I'm interested. If you'll have me."

If I'll have you? I exhale. Relieved. I shake his hand and we promise to stay in touch.

It'll be well over a year before we've got the financing in place to start shooting.  But I've got my lead cast and if I can hang onto them everything will be just fine.


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Raising the money

This is the question I get asked more often by aspiring movie people than any other: "How did you find the money?"

Short answer: Not easily.  (Longer answer below....)

Orson Welles once said about filmmaking and financing, "I've wasted the greater part of my life looking for money.... trying to make my work from this terribly expensive paint box which is a movie... It's about two percent movie-making and ninety-eight percent hustling. It's no way to spend a life." (And that's if you're Orson Welles.) 

Not much has changed.

We sought financing from just about every legitimate financier in the business. Everybody turned us down. Everybody.

Even with this extraordinary cast, an accessible love story, a relatively low budget (by Hollywood standards anyway - $4M), there was just no appetite out there among financiers for an adult drama.

These years (2010-2011) when we were looking for money were a financially difficult time all over the world. Not just for the movie business. Still, we were surprised to find that the dramatic love story genre, tried and true work-horse of Hollywood for the last hundred or so years, just wasn't financeable in Hollywood anymore. (This is changing by the way. And fast. Check out my blog for my thoughts on this soon).

So we looked elsewhere.  

To mangle a quote from "Jurassic Park": Good producers will find a way. 

In this case, Bonnie and Julie had made a movie the year before called "Albert Nobbs" that they had also financed entirely outside the usual Hollywood system. Here's how they did it:

Bonnie had called her Uncle John in Texas (this is true), and he'd introduced her to some good folks in Dallas who had the money and were open to hearing the pitch.

Bonnie and Julie (and Glenn Close, star of "Albert Nobbs") flew into Dallas and over dinner at Uncle John's, they lay out their "ask", as well as their plan for everyone to make back their investment along with a healthy profit. 

Julie has the enviable track record of having produced nearly a dozen indie movies in the past decade in which her investors have always  gotten their money back. She makes sure the budgets, the foreign sales, and the estimates line up in a way that makes financial sense. And she's got good taste.

They came away from that dinner with the lion's share of the money needed to make "Nobbs."

However, as you might expect, there were a few folks who decided to sit it out. They spent the following year watching their friends produce a movie, and then seeing that movie get nominated for three Academy Awards, including one for Glenn. It was an exciting and fulfilling adventure. And it was the right thing to do. (In almost every other country on Earth, governments and patrons contribute to financing the arts, not for profit, but because of the arts' inherent value to culture and society.)

This time around, Bonnie and Julie called those same folks again, and several of them, including a couple who'd sat out on "Nobbs," read our script, met with us, and decided to jump in on this one. (As an aside, all our investors are already on track to see their return on investment, maintaining Julie's stunning track record again). 

Once we'd won the California Tax Rebate (incredibly, this valuable rebate is awarded in a lottery system (!)  rather than a guaranteed rebate as in every other state and country - Canada, New York, New Mexico, Georgia, etc. - that's been bleeding the production jobs out of California - go figure), we went from a "maybe" to a "go"... we were in pre-production a couple of months later.

It had only taken two years to raise the money.


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Once you're actually in pre-production, it's like hitting fast-forward on life. You go from months or even years of waiting, plotting, hoping, planning, to suddenly making actual progress from hour to hour. It's not exaggerating at all to say it's a thrill.

An office is rented, you meet with crew, make hires, locations people start showing you photos of possible shooting sites, and that's the first day of the first week. 

A lot of time is spent within the blurry confines of the production van, racing from place to place in search of locations.

A lot of time is spent within the blurry confines of the production van, racing from place to place in search of locations.

I had a great crew come together on "The Face of Love." Many of them came from big budget movies. How do you get the best people to work on a lower budget indie? Well it turns out there are pros and cons to both ends of the budget spectrum.

Among the advantages of big budget projects is, of course, that they pay well, and they tend to be pretty high profile. And with bigger budgets, there's often more you can do: the vision can afford to be grander, and the execution is achievable on a much larger scale. 

But the advantages of a movie like this one, if it's done right, is that a little family comes together. People get attached. It becomes more of a home-made kind of thing, a "let's put on a show" kind of feeling. Budget constraints can often inspire creativity, even artistry. You can't just throw money at a problem. Solutions need to be imagined and delivered upon with very limited resources. 

Our brilliant costume designer, Judianna Makovsky (Hunger Games, Harry Potter) went "shopping" in Annette's closet for her costumes. Really. Many of items 'Nikki' wears in the movie were clothes Annette already owned.

Genius production designer Jeanine Oppewall (LA Confidential, Pleasantville) offered up much of her own personal home furniture for main character Nikki's house... (walking into Jeanine's house while we were working on the movie, it was so empty people thought she'd moved out).  As an aside, Jeanine actually started out as a designer in the legendary Eames design shop making the iconic furniture that defines much of twentieth century design. That's the stuff you see populating Nikki's house in the movie.

However, I don't mean to imply that we were working on a total shoestring budget either. After all, we are making a Hollywood movie! The Mexican restaurant you see at the beginning and end of the movie was designed and built entirely from scratch on an abandoned stretch of asphalt in San Pedro. Shooting within the incredible galleries at LACMA is not without expense. The beach that doubles for Mexico was actually a beautiful and wild stretch of sand south of Los Angeles in Laguna Niguel. And there are many, many more examples in the movie.

The point is that on a movie with a limited budget, resources are prioritized and allocated where needed most, and then spit and glue and creativity has to hold the rest of it together. 

One of the biggest challenges for us would turn out to be choosing a satisfying medium on which we could afford to shoot the movie.

I had my heart set on 35mm film. 

I'd never seen a love story told effectively on digital. The lines are too harsh, the contrast too high. You see too much, too clearly. There's no poetry in the image. Unfortunately, as fewer and fewer studio movies are actually shot on film, the costs skyrocket, not just for purchase of film stock, but later for processing, and for eventual transfer to digital for post production. It's increasingly an expensive proposition... too expensive for us on this one.  We needed an alternative.

Director of photography Antonio Riestra had fortunately shot several movies already with the Alexa digital camera. He was a big proponent. Antonio is a man with the soul of an artist. He lives in the moment, open to inspiration, fearless. He suggested a visit to Panavision.

There I was introduced to in-house mastermind Dan Sasaki. Dan is truly a seer. I brought a book of visual references with me, and Dan assured me he could figure out a look for us that would work with the Alexa.

The challenge of the look we were after was that we were bucking the trend. For the last decade or so, the visual trend in American filmmaking has been towards higher and higher contrast, sharp lines, deep dark blacks... image with bite.

I wanted the opposite: something softer, gentle. A lower contrast. Romantic. Dan assured us he could assemble the lenses we needed.

A week later, we all descended on Panavision headquarters in Woodland Hills: me,  Antonio, the producers Julie and Bonnie, Judianna, Valli O'Reilly (our incredible makeup artist -- you know her work from "Lemony Snicket" and "Alice in Wonderland"), Annette and Ed of course, and many others.

Lights were set up to mimic every possible lighting set-up (i.e. front light, back light, side light, etc). There were two dozen lens combinations to test out.

From the monitor at Panavision, in search of the look for "The Face of Love".

From the monitor at Panavision, in search of the look for "The Face of Love".

We spent all day testing out the looks with Ed and Annette. We returned the next day for more tests.

By the end of the week, we had found our look and we had our lenses. Dan had them manufactured for us, and those are the lenses we used to shoot the movie. I'm very proud of the look we achieved.

I've been told that, although the movie hasn't even been released yet, many cinematographers are already requesting the "look of love" lenses. (FYI - "Look of Love" was our working title. We ended up have to change it when another director swiped the title and released a movie under the same name six months ahead of us... Such is life in the movie business. You can't copyright a title.) I am forever grateful to the incredible insight Dan brought to the process and for the artistic touch Antonio delivered in zeroing in on a look that I didn't think was possible in a digital medium.