12/02/2010 02:47 pm ET | Updated May 25, 2011

"Beauty in Ugliness" - A Q&A With Blue Valentine Director Derek Cianfrance

In 1998, Derek Cianfrance stood over a Xerox machine watching copies of his Blue Valentine script spill out into a sorter. He thought that his movie would sell within a few months. After every studio turned him down, he relied on commercial and documentary work to pay the bills as he continued to tinker with his labor of love, like a guy obsessed with the beat-up muscle car in his garage. As months turned into years, Cianfrance could no longer discuss Blue Valentine with his friends and family. They would just roll their eyes, and stare at him like he was delusional. At one point, about seven years into developing the project, he sat across from his wife at dinner, and he felt like a "fraud," because he didn't do what he set out to do. Remarkably, Cianfrance remained steadfast in his commitment to a vision for an honest, raw, unflinching, and beautiful portrait of love found and lost.

To add to the complexity, Cianfrance invited Michelle Williams and Ryan Gosling to join him in an incredible, unorthodox rehearsal and filmmaking process reminiscent of the acting methods made famous by Stanislavski and later, Lee Strasberg and Stella Adler. It was a grueling gauntlet that Williams and Gosling fully, unconditionally and bravely submitted themselves to. The two spent weeks living as the characters, taking enormous risks, and going so far as actually residing in their characters' (Dean & Cindy) home (the set) and keeping character secrets from each other, at Cianfrance's urging.

The film continues to face and overcome obstacles as it nears release. This interview took place on the day Cianfrance found out Blue Valentine was given an NC-17 rating by the Motion Picture Association of America-- much to the ire of many in the industry who believe such a rating places an unfair stigma on noteworthy films, because many theater chains won't run NC-17 films, making it much more difficult to find an audience. For Cianfrance, it is another part of the journey; he takes the news in stride and reflects on the wisdom the past twelve years have given him.

(Full Disclosure: The interview was originally conducted for production notes I wrote for the film for The Weinstein Company, a client of ID, the agency I work for. Normally production notes are pretty dry, and solely meant to aid other writers researching and writing about the respective picture. However, I found Derek's story and process behind Blue Valentine so inspiring and extraordinary and unlike anything I had heard before. It is best told in the words of Derek Cianfrance. I believe this interview (edited slightly for time) is a worthy read for any film lover. Enjoy. I hope it will pique your interest in the film which is released December 31 in New York and LA.)

"Beautiful, Brutal Realities"

I want to begin with the news today that your film was granted an NC-17 rating by the

I was definitely a bit surprised, because the movie isn't gratuitous in that way, you know what I mean? It's not gratuitous. In terms of like skin, it is mostly left up to your imagination. It's a movie about young adults, and it doesn't pull any punches. It doesn't shy away from the kind of beautiful, brutal realities in people's lives. I think that intimacy, which is what the whole film was built around, is obviously what got this rating. Honestly, to me it feels like a compliment to the film. You know, you look back, like I keep thinking about Midnight Cowboy, which had an X rating back in the day, because it dealt with adult themes, and had some characters that were living on the fringes. And that movie went on to do great, you know? It seems strange to me. We don't watch much TV at my house, but we watch Denver Broncos football every Sunday, and the commercials that I see with my two kids are way more gratuitous and gory than Blue Valentine. My kids see these people getting strung upside down, chased by killers, knives, and guns shooting. I made a concerted effort in Blue Valentine to not put any guns in my movie. And no one dies in the movie. It's all emotions, and intimacies. That's why I love a filmmaker like Gaspar Noe, because when someone gets killed in his films, you feel it, you feel the power, and the impact, of the violence. What we wanted to do in Blue Valentine is feel the power of these emotions, you know, as a viewer.

Talk about the inspiration for Blue Valentine.

When I was a kid I had two nightmares, one was nuclear war, and the other was that my parents would get a divorce. When I was 20 they ended up splitting up, and it was just so confusing and bewildering to me, and I just felt like I needed to confront all those fears I had as a kid, and those things that I always knew were true between my parents. And when my parents split up, I looked around, and I couldn't really find a film, that really spoke to me-- that I felt I could relate to. I kept on running into the Romeo and Juliet version of the love tragedy, where two young lovers at the peak of their love end up dying in each other's arms, and their love is preserved for all of time. But that didn't happen to my parents, and that didn't happen to me and my high school sweetheart, and it didn't happen to my friends' parents, or my friends in their relationships. None of those people had that good romantic fortune. I became interested with this idea of just how things can change over time, how a mountain can erode into a pebble over time, or how like a little seed can grow into a redwood tree. There's a mystery of growth and decay over time, and I wanted to deal with that as the hinge, or as the betrayer to this love.

You've been working on this mystery for about twelve years now?

I started writing this script when I was 24, and I had just always believed that it was going to be done in the next three months. I remember standing over the copy machine, in June of 1998, and watching the printer spit out pages, and I had my list of Hollywood producers I was sending the script to, and I was preparing to go out and shoot the film in three months. And of course three months came and all I got back were rejection letters. So instead of giving up on it, I just went back to the script, and I just kept working it again, and just going after it. This process continued every three months or so, for the next 12 years: I would work on it, work on it with various co-writers, send it out, and get rejected. Then I'd go back to it, start working on it more. And when you see the movie, it's not a particularly plotty movie, it's not like in the 12 years we were honing in on the plot, I think what we were really doing is stripping the layers off of the film, and stripping the artifice from it. And again, that's what's going on with this NC-17 rating right now. What we did was take off the artifice, take off the fantasy of it, and just try to get the script into something that was just, again, brutally, beautifully honest, and raw. I eventually went back to my initial inspiration: trying to make a story and characters that I could relate to, trying to make characters that I had seen in my life, characters that were more like me than like movie characters. I love movies; I've been the biggest fan of movies for my whole life, but I feel like a lot of movie characters, especially in the Hollywood machine, exist as fantasies. They're perfect. They look perfect. They speak perfect sentences. They know exactly how to express themselves. They know what they want. They have inciting incidences in their lives, and they have these cathartic redemptions where they learn lessons. And when you see those movies in the theater there's no mystery about them, you know exactly what the filmmaker was trying to say, everyone has seen exactly the same movie, and you leave satisfied in a way. And with Blue Valentine I was trying to make the counter to that, where you had people that were beautiful, but they were also very ugly. They were contradictions; they couldn't express themselves cleanly and clearly all the time. Sometimes they were delusional in what they were saying, you know, and they didn't have this clear path of wrapping everything up in their lives. When the story to Blue Valentine ends, it's open, their lives keep going on-- there's no ending in people's lives. It keeps going. And so I just wanted to make a film that would confront that, and eventually make a film that as a viewer you could have a relationship with. I think that's important.

In a way, you're asking more from your audience.

I think Blue Valentine was made to be open enough that you and I could both have different relationships to the film, and see different things from the movie, because it has a pulse to it-- it's actually kind of alive, those moments on screen are actually alive. I'd say the one piece of art that I related to all those years was that song "Baby Baby Where Did Our Love Go?" by The Supremes, because it ends in a question mark. And I think that's what Blue Valentine is. It's not a film about answers; it's not a film with a message or a moral to it. It's a film about questions. It's a film that should instigate questions and in doing that instigate dialogue between people and get people talking. I remember at Sundance, after we screened the film I would go hang out on the back of the bus, (no one knew who I was) and just listen to the conversations people would have after the movie, and people were arguing with each other. They were taking different sides from the characters, and nothing made me happier that when people left the theater, they actually were talking about the film as if it was an experience or a relationship that they had just had.

These characters go through things many couples do. Were you just thinking about this story specifically in terms of these two characters, or were you setting out to make a broader meditation on marriage?

I just tried to make it as personal as possible. The last 12 years I had to sit on the sidelines and be an audience member, and all I can say is as an audience member the things that I always was touched by were those things that tried to be honest with me instead of pulling the wool over my eyes. And I always responded to films that were brave that went to dark places and light places, that I felt were honest, and the light places weren't manipulated, and the dark places weren't overdone, or too overly dramatically dark, but places that you'd been to. And I wanted to just try to strike that balance between both of those intimate places. I looked to my own life and things that I'd witnessed amongst other people. My co-writers did the same thing with their lives, and the actors too. Ryan and Michelle, ultimately, I consider them to be co-writers on this film.

How did Ryan and Michelle influence the writing?

When Michelle came aboard in 2003, she came bearing gifts, she came with a CD, and a book of poetry, and a book, and we just had an instant dialogue. And so for those seven years that I've known Michelle, that dialogue never stopped between us, and she just kept giving more and more to the film. And the same thing with Ryan, I met him in 2005, and that dialogue was always there. I would go out to dinner with Ryan, and we'd have, you know, a nine-hour dinner, where we'd just get sidetracked on Blue Valentine, and I'd be so inspired by the things that we had come up with together, and the revelations that we had uncovered together, that I'd go home and rewrite the script based on that. So the actors really had incredible ownership in this thing too, and they both brought their own truths to it. Not just in the performances, but actually in the writing. And I think ultimately that's what ends up happening in the audience too. People see it, and it's relatable that way, because there are universal human things that happen. To me, what makes us human, the things that are interesting about us are our flaws. What makes each of us unique is our flaws, not our perfections. All of us go into those flaws and try to find the beauty in it. I think there's an old Andy Warhol line that says, "Can you see the beauty in ugliness, or is it playing in the dirt?" and that's been one of the mottos I've always lived by, especially with this film, trying to find the beautiful ugliness, the terrible beauty-- the ecstasy in the slime.

"A Duet between a Man and a Woman"

Can you talk about the process of making the two sides of the movie? Were they shot simultaneously?

For twelve years, I basically watched the movie in my head every day; I had a lot of time to think about it. One of the things I did in that time, was I wrote a manifesto that would kind of lay out the different ways that we would approach each version of the film. To me, Blue Valentine is a duet, you know, it's a duet between the man and the woman, between their past and their present, between their youth and their young adulthood, between love and hate, between film and video, pick two opposites, that's what it's about. It's about battling dualities. A duel. It's about the balance of these duets. And so just as much as it had to balance Dean's perspective with Cindy's perspective, it also had to balance the youth and falling in love part, with the older falling out of love part, and so I tried to come up with a process that would inform that. The past was shot all with Super 16mm, all with one lens, 100 percent handheld. What we tried to do is give the past kind of a visceral feeling, so any time a character was moving the camera was also moving. This way you get this sense of physicality. I think about myself, say ten years ago, I was more in my body when I was younger, and I wanted the film to have that feeling, that it was in the flesh. We also shot exclusively with one 25mm lense so the past would have a singular point of view; we framed with space around the actors, so actually there's opportunity for them. Because when you're younger, your story isn't told yet. When you're seven, you can still become the president, you know? People make these choices in their lives, and they end up, as they get older, with less opportunities, because there's just less choices; by the nature of making a choice you cut out a number of other choices for yourself. Whenever we would frame Ryan alone, for instance, there would always be space around him, and same with Michelle, there would always be space around her. And eventually, when they come together, they fill that space with each other, and most of the past is captured in these master shots, you know, there's not much shot-counter shot, it's really about two becoming one, really, just visually that's what happens.

And the present?

The present we shot all on HD, and we shot with two cameras at a time, and we shot completely on a tripod. We would basically, whenever we shot in any place, we would just put the cameras as far away from the actors as possible, on the edge of the room, in the corners of the room, without considering composition; we just wanted to abandon the actors in their performance space. And then what we would do is we'd put long lenses on the cameras, you know, the kind that you would shoot lions in a safari with, and just stay away from the actors, and just relentlessly follow them. And I basically had one camera that was on Ryan all the time, and one camera that was on Michelle, and these cameras just crossed, and relentlessly just followed these actors. And we would shoot things for days sometimes.

The shower scene, for example, took literally days of shooting to finally get that moment to be honest, and to get that moment that we wanted. Because the first hour Ryan and Michelle were in that shower it was kind of cute, and self-conscious, you know, they were naked in front of the crew, but nine hours later, on the second day of shooting, it wasn't cute anymore, they actually needed to get out of that shower. My hope was that the past of the film would kind of feel like you were a fish in the ocean, and you could go anywhere, and then meanwhile the present would feel like you were a fish in a bucket, you know, these people had made choices and they got caught, and now they had less room to breathe. The past has air in it, and opportunity, and the present is claustrophobic, and it has less room to breathe. Now, you know, both of those aesthetic approaches were there to really inform the actors, every choice we made in the film was not one just for an aesthetic trick or surface design or whatever, they were put in place to inform the performances, really. So what I was really trying to get with the past was this idea of spontaneity, and so we would shoot a lot of things, and take the first take of things.

Give me an example.

You know the scene where Ryan and Michelle sing and dance in the shop window? Basically in the script it was written that Ryan had to sing a song, and so Ryan, about a year before we started shooting, had left me a voice message with that song that he sings, and I said, "Great, that's the song, keep it to yourself, whatever you do, if you talk to Michelle, don't tell her, don't let her know what the song is." Conversely, Michelle had told me that she knew how to tap dance. So it was: "Whatever you do, Michelle, don't tell Ryan you know how to tap dance, okay?" So now we have a scene setup where Ryan and Michelle are basically getting to know each other as Dean and Cindy. And we built a whole night where we could film them walking up and down the street getting to know each other, and we just had a ton of games for them to play, and questions for them to ask. Well they both knew what to do if the "do you have any special talents" question came up. Ryan had his ukulele, and he was going to sing a song, but he didn't know what Michelle's special talent was, and conversely Michelle didn't know what Ryan's special talent was. So when he says, "Oh, I can sing," and she says, "Oh, I can dance," that's a new, fresh moment; Ryan and Michelle are completely unaware what's going to happen. So when he sings for her, and she dances for him, they're actually discovering that about each other at the exact same moment that the characters are discovering that about each other, at the exact same moment that the audience is. So it's a real, living, breathing moment that we captured. And of course we took a second take, and it was good, but it didn't have that kind of intangible thing to it, you know, which is that it was actually real, and it was actually happening.

When we would shoot scenes in the present, like the shower scene, it was more about endurance and erosion rather than spontaneity. And endurance is a time test, and that's what happens in the present of Blue Valentine, is that they've been weighed down by time. So literally in the shooting of the present, we used time to break down and erode the performance, and then we used time in the past to give the freshness and spontaneity to performances.

Did you take time off between shooting the present and the past?

I'd always wanted to actually wait six years between filming the past and the present. I wanted to shoot it in real time that way. But no investor would ever give us the money to do that, so the most I could get was a month. They wanted to give me a weekend. I wanted six years. So we compromised. We agreed on a month. To get them to a month I had to like sell some lights from the light truck; we didn't get a dolly, but I didn't want a dolly anyway. So in that month what we had to do was, you know, so we had shot everything in the past, the whole falling in love story, which to me was kind of like a documentary of Ryan as Dean getting to know Michelle as Cindy. And when that was done, we had a month to age six years. So first off, Ryan and Michelle both decided that they were going to gain weight. We setup a competition, whoever gains the most weight wins. Michelle ended up winning, which was great, because she had all of her nude scenes in the present, and who does that, what other actress puts on 15 pounds for her nude scenes? Anyway, I thought that was great. And then we'd also do things in that month just to get them ready.

What specifically did you do to get them ready?

We had our house, and no one was living in that house, so I asked the production designer, Inbal Weinberg, to make the house completely functional. So that there were dishes in the cupboard, there would be dish soap under the sink, there would be sheets on the bed, clothes in the closets, socks in the drawers, and Ryan, and Michelle, and I, and their daughter, Faith Wladyka, who plays Frankie in the movie, we all pretty much lived there for a month. And in that month, we would do certain things, like I'd have them come up with a budget, for instance. Ryan as a housepainter makes such and such amount of money a year, and Michelle as a nurse makes such and such amount of money a year. Then we'd figure out okay, what's their yearly income? And then what's their rent, how much do they pay in rent, what's their car payment? How much is their daughter's Kindergarten? How much do they spend on gas? So we came up with a budget, and we figured out okay, they had like 220 dollars every two weeks for groceries. So I sent Ryan, and Michelle, and their daughter to the store to buy food for those two weeks, and then that was all they could eat for the next two weeks. And so they had to make that food, they had to do their own dishes, and that was kind of a thrill to see two movie stars living in a house doing the dishes. And I wanted them to develop memories. So one of the things, we had a Christmas tree in their garage, and one day was Christmas morning, so the night before, they wrapped presents, put up the tree, the next morning they opened presents. And meanwhile they were shooting all this home video. And Ryan, who doesn't have any kids in his life, we would do things with him like I'd have him take Faith out fishing, and then all of a sudden he's running into these questions that aren't scripted, but questions that you get as a parent. So he's sitting here with this hook, and he's putting it through a worm, and Faith is asking him, "Doesn't that hurt the worm?" And all of a sudden, Ryan, who has never had to talk about life and death with an offspring before, is answering these questions about life and death, and does a worm feel pain. But he did it. And he did it with great generosity and compassion. He will make a great father someday.

And I think by the time we started shooting, they were a family, and they had been broken down by all the mundane domestic tasks that they had to do, like the dishes, and all the stresses of money. And we would also do things like have days where all they could do was fight.

What it like getting them to fight?

Honestly, that was the most difficult thing that I had to do in this film was to get Ryan and Michelle to start hating each other, because they're both pretty magical people, and they're likable people, and of course they would like each other, but to get them to hate each other was hard. I don't think any of us actually wanted to shoot the present day story of Blue Valentine, because we all had so much fun shooting the past. It was really a vacation to shoot the past, it was so beautiful, with all these moments, all these really loving moments. I tried to get them to fight, but they wouldn't fight. Finally, I had seen my son Walker, he used to build all these incredible block castles in our house, and at the end of a night he would have to tear them down because we had to clean up, and I thought to myself that's it. I told Ryan and Michelle, "you guys built something very beautiful, but we have to tear it down." Like those Sand Mandalas that those monks make, they spend weeks creating them, and the moment they're done they sweep them up. And that was what we had to do. So I told Ryan and Michelle, "We need to make a sacrifice here, we need to destroy something." So I had their wedding picture, and I said, "You've got to destroy that wedding picture." So they went and bought fireworks, and Ryan and Michelle each had a bottle of lighter fluid, and they both doused it, and they each got a match, and they lit the fireworks and the fire, and just burned this picture, their love effigy to the film. And the funny thing is the picture, their faces didn't burn in the picture, and the frame made like a black shaped heart around them, it melted--I can show you the picture someday, it's an amazing picture. But from that day forward they would start fighting. We'd setup certain things where Ryan would come home late from work, and Michelle was in the house, and there was a leaky faucet, and they would just argue, you know, and we'd see what happened. And they each got to pick a fight with each other. I always ended their arguing day by making them take their daughter (the actress Faith Wladyka) out for a family fun day, take her putt-putt golfing, or take her to the bumper boats or something, just so they could feel that pull in a relationship, to maintain like a public persona no matter if something is going wrong. So by the time we started shooting, there was a history, memories were present.

These are two A-list actors. How did you get them to commit to this kind of process? I mean, this is an extreme method in many ways.

You know, I think it all comes down to trust. The key to filmmaking is trust, because it's a collaboration between artists. We all have to work together. And I just have to say, Ryan and Michelle, from early on, they had so much vested in this film because, like I said, I always considered them to be co-writers, and it was always as much their film as it was mine, and the same with my co-writers, the editors Jim and Ron, my production designer, Andrij Parekh the DP, and my producers. We all collaborated on making the film. Ryan and Michelle being the kind of actors they are, being the kind of artists they are, the kind of people they are, they never once, never, not once ever questioned it or second-guessed it. I think one of the things that I setup at the beginning of the film with them was that there were no bad ideas. And I just put us all in a place of non-judgment. For me, it's a democracy, I wanted to create a democracy of ideas, where every idea counted, and every idea was valuable, and every idea had space to go, so no one would ever judge an idea. My feeling is if you don't get out your bad ideas, you can never get out your good ideas. So Ryan, Michelle, and I, we would all make incredible mistakes throughout the film, but because we could make such great mistakes, we could also have some successes too. Through failure we could also succeed, and I think that's key. My film teacher, Phil Solomon, always had taught me that you must risk failure, and if you're not risking totally making a fool out of yourself, then you're not there, you're not in the place where you need to be. Ryan and Michelle understood that. And they went for it.

I heard a story in one particular scene, when they were on the Brooklyn Bridge, and he actually decides to climb up the bridge, that was unplanned.

There was a scene written in the script where they're walking across the bridge, and he says, "What are you going to tell me?" And she tells him. It was a two-page scene. But when we shot the scene, my direction to Michelle was basically, "Throw out the script. Whatever you do don't tell Ryan your secret, you cannot tell him no matter what, don't tell him your secret." And to Ryan my direction was, "Do whatever you have to do to get her to tell you her secret." So we started shooting, and we're shooting for like an hour, and Ryan keeps saying, "What's going on? Why don't you tell me?" And Michelle stays solid, she would not tell him, she wouldn't tell him. And finally Ryan just got so frustrated and fed up that he climbed the fence of the Brooklyn Bridge, and there was no safety net there, no stunt double, and we don't have insurance for this sort of thing, and no one knew he was going to do it, and thank God Michelle told him so he would come down, because Ryan being the actor that he is, who knows how far he would go with that, you know? And he came down, and we had the great scene, and my producer Jamie Patricof stormed on the set and said, "You cannot do that," and he shut us down basically. But it didn't matter, because we had it, you know, we had that moment.

"You can't pull one over on audiences. They know so much about what's a real moment, and what's not a real moment.

A lot of directors are notorious for their control. You seem to be into surprises.

The simplest direction I always gave Ryan and Michelle was to surprise me. Yes, we should get what's on the script, but if that's all we get then none of us are going to be happy with it, you have to go places where you don't know where you're going to go, where it's dangerous. If I was surprised watching it, then that means the viewer would also be surprised. I feel like as the director, I have the best seat in the house, I'm the first audience member to watch things, so I can react to things, and if my reaction is that of surprise, then I know it's where I need it to be. And I think nowadays, with YouTube, I think people are so sharp and audiences are especially perceptive, because they see these moments from all over, from all these different people's lives, and you can't fake it. You can't pull one over on audiences. I think they know so much about what's a real moment, and what's not a real moment. I used my documentary background, basically, to create spaces, and situations where those actors, being as great as they were, and using the script with its structure and its blueprint, I tried to create a situation where those actors could then surprise us, and make something that was truly alive, a real living moment. And you know, in the editing we just tried to put all the living moments in the film, so the film actually had a pulse.

Michelle's character makes a very bold choice, and then he in turn makes a bold choice, which then seems to define their life. Could you talk about those character choices?

Being a father of two beautiful children, I think I understand the kind of responsibility, and the sacrifice that comes with being a parent. And I don't think you really see it too much in movies. Kids are a joy, but there's also a lot can happen with people's dreams, because when you have a kid, your life becomes secondary to the child, and you have to give your life over. And I think both Dean and Cindy make certain sacrifices for this idea of family, and I think that family comes at the expense of maybe their hopes and dreams and potential as people, as individuals. And one of the things that I was always fascinated by with Blue, was the idea of when you're in a relationship, what happens to the individual? Because you're 100 percent of a person, and then you meet another 100 percent of a person, and then you go from two individuals to becoming one, and in that one, what happens when you're only 50 percent of a person? And it's never talked about, especially with, you know, female characters-- what happens when a character is more than a mother, more than a wife-- and that's definitely what Cindy is going through. She's not done yet with her life. She still has a lot of things that she needs to do, and I think she makes this choice, for whatever reason she makes that choice, because she can't do it any other way, it's the only choice she could ever make. But there's a consequence to that, and it's a very brave and kind of selfless choice that she makes. And as the film progresses, it's not to say she doesn't love her daughter, because she does and that's what makes it complicated. I think with Dean too, he's not the guy that he was when he made his promise to her. Neither of them in the past are who they've become in the present. And I'm not saying it's only because of the kid, it's because of gravity, time, distance... but it's also because the kid comes in and the kid needs the focus, needs the focus of her life-- it needs her attention. And I can say, again, the best thing I've ever done is be a father. Yesterday I spent a 20-hour day shooting a commercial, and I came home, and my wife was more tired than I was. And that's true for most parents.

The film also gets into this idea of what happens to people when dreams don't work out. Most Hollywood movies, deal with the better, but not the worse. Talk about living in the worse, and what that was like, for these characters or even in your life.

Living in the worse, yeah, I had that moment one time when I was with my wife, I remember I was eating dinner, and I think I was like seven years into Blue Valentine, trying to get it made, and I remember she looked at me at dinner one night, and she just looked at me with this disappointment, you know, I realized that I was a fraud, that I hadn't done what I had said I was going to do. I think we all can relate to disappointments and personal delusions. And again, expectations, I'd say that's what the battle of the whole film is, is expectations, what you expect to happen, how you expect your life to be. And for me, for years I've always tried to steer my perspective to that of preparedness instead of expectedness. I'm always just trying to prepare myself for what could happen, instead of expecting something to happen. Because I feel like if you're expecting something to happen, you always set yourself up for some sort of disappointment, or disillusion, because it doesn't happen that way. And in some ways dreams are like that, you have to dream and imagine things. For instance, in order to make this film, in order to believe in it, I had to dream it. And then I had to try and make that dream into a reality. And for most of the years it wasn't making that transmutation, you know what I mean? That's a dilemma, because you have to believe in something enough to make it real, but also you're skirting the edge of delusion, you know what I'm saying? And so many years I felt like--I mean eventually people in my life just stopped believing in it, you know what I mean. I was successful making documentaries and commercials, and my family's great, and I was happy in my life, but I had this thing that everyone eventually realized was never going to happen for me, that I kept talking about. And I wouldn't even talk about it to people anymore because they didn't want to hear it. And that's what Dean and Cindy live in too, it's like what happened to who they said they were going to be, you know, what happens when your dreams aren't what your realities are? What happens when your idea of who you can become isn't what you became-- because you made choices that led you down another path, you're in a spot. So again, it's about choice, and consequence, it's about dreaming of being a musician, and being 30 years old and having a job as a painter. And there's nothing wrong with being a painter. I love Dean's perspective in the film too, which is "being a painter's enough for me-- I have you guys." It's something that Cindy can't do, and I think she feels like he's not really being true to himself in the film.

You shot in Brooklyn, for the scenes in the past, and then the present was filmed in Scranton, Pennsylvania. Was the film always set on the East coast?

I have an interesting story about location, because you know, the film was originally written to take place on the beach, I was going to shoot in this town called Morro Bay in California. When I finally had the financing together, and it was December, and we were going to shoot in April, and Ryan was on board, and I called up Michelle, I told Michelle, I said, "Michelle, pack your bags, we're going to California." And she started crying, and she said, "I can't do it," I said, "Why? What do you mean you can't do it, we've been working on this for seven years, it's together, we're going, we're going, let's go." And she says, "I can't, I made a promise to Matilda that I would take her to school every morning and tuck her in every night." And I said, "You know, we can get her a tutor, we'll go out there," and she says, "I can't, I made a commitment to her." I said, "Oh, come on Michelle, seven years." And she says, "This is the hardest decision I've ever had to make," because she lived and breathed this movie for so long. I said, "Okay," and I hung up the phone, and I was so depressed. But I understood, because I have kids and I would never break a promise to them. I called up my producers, we started talking about who we could get to replace her. And then I thought to myself, I was like, you know, the fact that she just made that decision for her daughter, for her life, for someone that she loved, was exactly the reason why she's the only one that could play Cindy. So I thought about it that night, and I figured out we don't have to shoot this on the ocean. What's more important, the ocean or the person? So I called Michelle the next day, and I said, "Michelle, if I can get you home to tuck Matilda into bed and take her to school every morning, if I can get you an hour away from your house, would you do it?" And she said, "Oh my god, that's the most generous thing anyone's ever offered to me," so I said, "Okay, it's done." So I took a compass, literally took a compass, and measured out how far an hour diameter would be. I put one point of the compass on her house, and I drew a circle, an hour diameter around her house, and it just touched Scranton, Pennsylvania. So the next day I drove to Scranton, and we had a Pennsylvania tax credit, and we said, "We're shooting here." It was actually the same place, Scranton was a very similar place to Morro Bay, it was kind of in an economic downturn, it had seen its better days, a lot of the houses were vacated-- a lot of young people weren't moving there.. And I thought it was good, and the people were great, and they had history there. I felt like there were ghosts in Scranton. And so we set it up to shoot there, and it was one of the best decisions we made.

It would have changed the film entirely if there was a beach theme. I mean, the film would have changed in color tremendously.

Yeah, I mean, if the ocean was blue, it would have been really like Blue Valentine. But I just used my training as a documentary filmmaker. When you make a documentary on someone, you can't choose where they live. You focus on the people. The place is secondary. It was a great lesson to me, a humbling lesson in narrative filmmaking, as to what the focus of the film should be. And I used that in the photography, and in the editing, and every aspect of the film, and production design. This film is about people; every choice that we make in this film is about supporting people, supporting these two characters. And any choice we made, we're not going to make a tricky edit here; we're going to make an edit for the characters. If the shot was shaky and out of focus but the performance was on, we were going to take the performance, over the buffed out, perfect shot. And it was a great lesson, and a great thing to do, all of us focused on the people in the movie. And the movie is about people, it's not about a place, it's not about an aesthetic, it's about people. And it had to be Michelle and Ryan.

The future room which I believe was in the King of Prussia, was it symbolic of anything for you, or was it just more comedic? It's very comedic that they end up there.

Yeah, I think every state has one of these like fantasy places. In my early 20s, I had taken my high school sweetheart to the moon room in Colorado, in a place called Longmont, and it was the worst place, because there was like so much pressure in that room, like pressure to perform. It was miserable, I had one of the worst nights of my life in that moon room. And I remember a couple weeks later we came home from the moon room, and I read an article in the paper that the clap had been spread in the hot tubs of the hotel. So we wrote it in, and we were searching in Pennsylvania, and we found this place in the Radisson in King of Prussia on the top floor, they have fantasy suites up there, and there's all these places, and they didn't have a moon room, but they had a future room, again, which was even better for the film, because the film deals with the threads of the past and the present, and I felt like it's the future. And so we did our own things in the production design of the room, we amped it up in a few places, we changed the lights in the place, and we added the rotating bed and what not. But one thing we also did is we made sure the actors never saw it, they only read about the future room in the script. And what we did on the day of shooting, when they first opened the door, was we had our camera setup, and I kept Ryan and Michelle out, and we hit record, and that first moment where they open the door, that's really Ryan and Michelle's first reaction to this place.

It's really seedy. Did they have any reservations?

I will say, I had to have like a six-hour meeting with Ryan and Michelle where I talked them off the cliff, because that place was so small, so hot, so disorienting, I mean literally, when you first walked in there, you felt like you were going to vomit because you had no sense of perspective in that place and it affected your equilibrium. And we had another week to shoot in there. So we just had to talk, and just be okay with it. And of course the whole time we're having our conversation, there's this glass shower looming in the background, and we're shooting that in a couple hours.

These two actors made a lot of sacrifices. This was intense.

Yeah, they went to places that were terrifying for them, and terrifying for everyone. And I have so much respect for them, because I love brave actors. I think actors, that's what they do, they do things, they express things for people that people are too cowardly to express in public. If you meet somebody, you only want to show them your good side; people smile, and shake hands, and ask, "How are you doing?" and everything's fine, and there's a façade to keep up. Like Facebook, it's like "this is what's great about my life now, and I'm this, and this is..." But it's not like that for people all the time. I think Ryan and Michelle to go on the screen, and to show these vulnerable places, and these embarrassing places, and these brave places, I have so much respect for them for being so bold to do that. It's not easy, and it's just a testament to their work, that they went there. And I never doubted them for an instant--except maybe for that six-hour conversation, where they kind of wanted to run, but they didn't.

What was the point where things began to turn, and you knew it would get made?

About six years ago, I met my producers Jamie Patricof, Lynette Howell, and Alex Orlovsky, and they just made it happen, they just believed in the film, and they believed in the film as much as I did, and they weren't going to not make it. That's one of the beautiful things, I think. You start out with your own idea, and eventually it catches fire with people, and that's when you know that it's actually alive, is when other people start having the same passion that you have for it, and that's definitely what happened with my producers, and it became their film, and they did it, they introduced me to the actors, they raised money, and they introduced me to crew members.

I didn't get paid to do Blue Valentine, you know, we came down like a week before production, and we were exactly my fee short on the budget, so of course, what am I going to do? But it was never about the money, and I have made a living making commercials, so I could do that. Anyway, the other great thing about commercials is you get to experiment, and work with people, so I had worked with Andrij Parekh, who became the DP. Andrij had shot Half Nelson, and Cold Souls, and Sugar. I started to work with Andrij on a bunch of commercials and documentaries that I was doing. We had just done a big project where we had worked a lot on the RED, and we had talked about shooting the present on the RED, and we had another job a year before where we had shot Super 16, and so we had got to work out all the kinks together on those jobs, so that finally when we got to make the film, we could do it.

How does it feel to give this up-- to end the quest of making this movie? Are you relieved?

I feel like this is the film I was born to make, and I got possessed by it. I am actually like a little lost right now. I mean I have my next projects that I'm totally focused on, but I had this thing, I was defined by this quest for so many years. And now it's fun because I can go out and show the film, and it's great, but yeah, it's like what do you do when the quest is over... Well I guess now we have an NC-17 rating, so the quest is still going.