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Carol & Company
The lead character in I'll See You in My Dreams is the kind of woman too rarely seen in films today. Witty, strong-willed, and fiercely independent, as well as vulnerable, emotional, and tender, Carol is a formidable person. Finding the right actress to play her could have proved to be a daunting challenge.

"Carol was a singer back in her heyday, then a teacher, and her husband was a lawyer," says Haley. "She retired after he died and she's been laying low in her routine existence ever since. She's had a great group of friends for a long time, but she's still devastated by his death. She narrowed her life down drastically because she didn't want to get hurt again. She's certainly not looking for love - in fact, she's not looking for anything that happens to her in this film. That's part of the fun."

Haley needed a mature actress capable of exploring the character's depths, as well as carrying a movie in which she appears in every scene. "If we didn't get the right actress, the movie wouldn't work," says Haley. "She's a little hard-edged and sharp-witted, but underneath it all, she is a very passionate woman."

From the beginning, Haley and Basch had been imagining only one actress in the role: Blythe Danner. Over the course of her five-decade long career, the legendary leading lady has brought her powerhouse presence to stage, screen, and television, winning three Tony Awards and two Emmys, and garnering dozens of other nominations. "Blythe is all of the things we were looking for in Carol," Haley says. "She's also a beautiful, classy, one-of-a-kind actress. She was our first choice with a bullet."

It's been more than a few years since Danner has headlined a feature film, something Haley was eager to change. "A lifetime on the stage enables her to bring a different level of subtlety, nuance, emotion, and comedy to whatever she chooses to do," says the director. "To have Blythe Danner play the romantic lead in a film again is to everybody's benefit. As a writer, you like to feel you have the character nailed. Then someone like Blythe walks in and creates a flesh-and-blood person. Her magic made Carol come alive."

Green concurs: "Blythe brings a lot of complexity to the role. She adds lots of layers to even the simplest scenes. You see so much in her eyes and her expressions and even her body language."

At 72, Danner says she rarely encounters a script that offers her this kind of opportunity. "The character and the story were the draw here," she notes. "I was astonished by my luck when I was offered the role. Carol is kind of a tough cookie. Routine is how she makes her life work. She has her lunch on the couch by the pool. She feeds the dog, she reads The New York Times. These things happen every day and keep her grounded. She's a bit of a loner. She has her girls, but she gets impatient with them. She doesn't need a lot of people in her life. She's a no-nonsense person and I love that about her. She's lonely, of course, but luckily she has great women friends. I liked the purity of Carol, her straightforwardness. And the relationships all ring true, even when they are somewhat unexpected."

Although she was intrigued by the project, it wasn't until she met Haley that the actress agreed to sign on for the whirlwind 18-day shoot. "When Brett came to see me, his energy and passion were really contagious," says Danner. "It was clear that this was very precious to him. What he has accomplished with this film is amazing. On set, he handled himself extraordinarily well, especially when you consider how young he is. This was done on a shoestring, so time was of the essence, but he managed to keep things loose and relaxed on set. He has a very good eye and a wonderful way of keeping things moving forward."

There were some startling parallels between Danner's life and the character's, says Haley. "I think this was a really personal movie for her. Her husband passed away over 10 years ago. She doesn't date. That's just not on her radar. I remember her manager saying to me, 'She's either going to love this or hate this, because it has many similarities to her life.'"

And love it she did. "To be able to put in so much of one's whole life experience and perspective about growing older was a privilege," the actress says. "Trying to get your life together when a spouse dies after a long marriage is wrenching. My husband's been gone 13 years and it feels like yesterday. He's very much still in my mind and thoughts and spirit. I was afraid it was going to be something I would really have to grapple with, but somehow it just flowed. I believe that was because of the script and Brett's whole way of handling these issues."

Throughout the film, Carol is learning that taking small chances can bring important changes into her life, something Danner believes is important for people of any age to acknowledge. "I'm sure many people my age will see this and enjoy it," she says. "But my hope is that audiences will recognize its universal appeal. Whether you're young, middle-aged, or older, I think you'll empathize with Carol. When we took the film to Sundance, so many people of all ages really responded to it. It's human to wonder how you are going to age and what is ahead of you in life. The movie offers some insight and some solace. I think people will have a lot of fun and also be moved."

The unlikeliest of catalysts for Carol's metamorphosis is Lloyd, her unassuming pool guy. Soulful, sweet, and at loose ends, Lloyd is a poet on hiatus from his creative life, casting about for some direction. "Originally, we saw Lloyd as the comic relief," says Basch. "He was the funny guy who cleaned the pool. But about halfway through the first draft, we saw the potential for more and he became a central part of the film. The relationship that forms between Carol and Lloyd was a joy to write."

Haley admits he put more than a little of himself into the character. "I'm there in his humor and the way he talks to other people," says Haley. "But I've known what I've wanted to do my whole life and I've pursued it nonstop. Some people just don't know. He's an artist, which Carol relates to, having once been a singer herself. And he's lonely. His dad died recently. His mom is not well and he feels obligated to care for her. Carol brings this really unexpected friendship, and they both learn and grow from each other. For me, they're the heart of the film."

Martin Starr, a beloved cast member of the cult-favorite television comedy "Freaks and Geeks," as well as one of the stars of the current HBO series "Silicon Valley," was cast in the role. "For Lloyd, we could have gone a lot of different ways," says Smith. "He could have been the stereotypical hunky pool boy or completely bookish. Martin is able to walk that line in between, bringing a perfect balance and wonderful depth to the role. You feel his awkwardness, but his disarming sincerity and genuine heart break through Carol's tough veneer and win her over, as well as the audience. He takes Lloyd beyond the stereotypical lovable loser. You really feel where he is and the way he's trying to find himself and his path, and you connect to it and hope he succeeds."

Haley admired Starr's work playing deadpan comedic characters but was sure the actor had a greater range than he had been able to display. "I think he's one of the most underrated actors working today. I could see a vulnerability and an emotion in his work. This film allows him to go way beyond what he has done before. I'm so proud of his performance. People are going to see him in a whole new light."

Danner met Starr over tea and was won over immediately. "He has such kindness and almost a Buddha nature," she says. "It really comes across in his performance. There's a stillness, a serenity, and a beauty behind his eyes. He has played a lot of wacky characters in the past, so it is wonderful to finally see him as the loving, lovely guy he is. Lloyd and Carol develop a deep and important friendship."

Starr says he is grateful to Haley for giving him a chance to do something outside of his comfort zone. "It was an opportunity to be part of a very unusual movie," he says. "When have you ever seen a coming-of-age story about a woman in her 70s? Some people may think that a movie about older people is going to be boring, but this movie has so much life and vigor."

"The story revolves around two characters in different periods of their lives, both a bit off-track," continues Starr. "They somehow manage to create a bond of caring and compassion for each other. When people see this, they can't help but be touched. These are feelings and experiences that people have from when they're 12 to when they're 50 or 60 or 70."

The actor was thrilled to work with performers he had admired from afar for years. "It was a joy to be able to work with people who are so talented and have such rich histories," says Starr. "Blythe is such a compassionate human being. She has a seeking spirit, and it's fun to watch her find new things. There is such joy in the way she lives and the way she works. And Brett had incredible certainty in his decisions. His experience as an editor gave him a lot of confidence as a director."

Around the time Carol connects with Lloyd, she also encounters an intriguing gentleman of her own generation named Bill. "Bill is in many ways the direct opposite of Carol," says Haley. "He has a sense of adventure. He's really pulling out all the stops, because that's just how he lives his life. He's handsome, he's funny, and he's extremely charming. I wanted that relationship to have sparks and I think Blythe and Sam Elliott, who plays Bill, really pulled it off."

The veteran actor was also Haley's first choice for the role. "Sam is the man that men want to be and women want to be with," he says. "He's pure, genuine, honest, real people, and the coolest guy around. People may see Sam and think 'cowboy,' but he can do romance pretty well. We always had discussed tailoring the role for whoever we cast as Bill, and when Sam came on, that made it very easy."

His mature masculinity impressed more than a few of the younger crewmembers on the film. "Sam brought a very old school, Rhett Butler kind of romance to the table," says Green. "We were all swooning over him. He's a key element of the film that people of all ages will latch onto."

The actor, who made his big screen debut in 1969's Butch Cassidy and the Sundance Kid, says it was a surprise to be offered this kind of role. "One of the great things about being an actor is you never know what's going to come around the corner next. I have been doing this for nearly 50 years and didn't expect a chance play a romantic leading man again," says Elliott. "Bill has gotten to a point in his life where he decides to do something he's always wanted to do. He moves to California and buys himself a boat. He's a gentleman and he treats everybody right, which I like about him."

He was won over by Haley's intelligence and enthusiasm. "Brett's got a lot of talent," says Elliott. "He's interested in real people and real stories. He seems like a throwback to the old days in Hollywood. Anytime I get an opportunity to work with someone like that, I take it. The script spoke to me immediately. Despite the life-and-death themes, it's light-hearted and romantic. Before my mom passed away, she kept telling me, nobody's getting out of here alive. The thing is how gracefully we get to make that journey, and that's what this film is about."

According to the director, Elliott was an active collaborator on set. "He had lots of great ideas. He was so invested in that character that it blew me away."

Working with Danner was among the highlights of the actor's long and storied career. "She's 100 percent professional," says Elliott. "I've seen a good portion of her body of work, but our paths have never crossed before. I think as actors, we made sense together. Bill is attracted to Carol immediately, but he senses that this isn't easy for her. At this point in both their lives, it's not just a physical thing. It's a lot more than just jumping into bed."

There's genuine chemistry between the pair, say the filmmakers, and Danner is quick to agree. "Love scenes are almost always uncomfortable," she explains. "But this wasn't at all. As a matter of fact, at one point, we were in bed waiting for the camera setup and I put my leg over his leg. He looked at me as if he were a little shocked and I took it back, but I wasn't doing anything sexual. It was just kind of cuddly in a natural way."

For many years, the most important figures in Carol's life have been a trio of girlfriends of the best kind: supportive, challenging, patient, and fun. Sally, Georgina, and Rona want Carol to move into the retirement community they all live in, but Carol's stubborn independence keeps her in the home she shared with her husband. Played by Rhea Perlman, June Squibb, and Mary Kay Place, these friends are a trio of loving surrogate sisters who urge Carol on as she begins to open up to new experiences.

"I made a list of my first choice for every role," says Haley. "A couple weeks later our casting director told me that this was the first time in her 30-year career that everyone said yes. Clearly there was something magical about the way these people came together. For a second-time director making a small independent film, to be able to access their experience, talent, and knowledge was an incredible gift."

"The group of women are all marvelous actresses who have impeccable comedic timing," he continues. "All of them had very specific ideas about who their characters were. They get to play life-loving, joyous women who are friends. Every time they are onscreen, the audience is in for a treat. It's great comedy but they have also created real, fully fleshed-out characters, each of them unique. I'm really proud that this film has scenes with four women who happen to be older, just enjoying themselves and being there for each other."

Sally, played by Rhea Perlman, is the edgier, risk-taking member of the group. "She drinks Budweiser out of the can, she smokes medical marijuana from a vaporizer, she plays golf, and she's very sexually-charged," Haley says. "When I thought of that character, I pictured Rhea Perlman, because she's got that great sass and that great personality."

Perlman enjoyed the script and was immediately drawn to Sally. "Lots of times you get called on to play a mother or a grandmother and they think of you as a little old lady. Us people who are in our 60s, 70s, 80s and even some in their 90s are not like little old people. We're vibrant, very engaged people," she says. "That's what I liked about the whole project. We had so much fun doing it. Brett's dialogue is natural and simple and real, so the scenes just flowed."

The ladies may be living in a retirement community, but they are still very young at heart, the actress points out. "My character is the one who wants to always try something new, and she keeps trying to get Carol to go along with her. But she also cares very much about others and is absolutely down to earth."

The tight schedule didn't keep the cast from having a blast on the set, says the veteran actress. "We worked very fast so we had to take it seriously, but we laughed all the time. Brett's a big booster. He never got upset, even if someone screwed up their lines seven takes in a row."

To play Georgina, the eldest of the friends, Haley approached June Squibb, who had recently been nominated for an Academy Award for her role as Kate Grant, the hilariously foul-mouthed wife of Bruce Dern's character in Nebraska.

Georgina couldn't be more different than the gruff and unadorned Kate, notes Haley. "June's character is a bit more traditional than the other ladies," he says. "We specifically talked about her being girly. She wears red lipstick and really sparkly outfits. Georgina's sweet and has a good time, but she's the rock."

By the end of a busy awards season, Squibb, who received some three-dozen nominations for her role in Alexander Payne's black comedy, wasn't sure she wanted to go right back to work. "But the script got me," she says. "When would I get another chance like this? And I knew Rhea and Mary Kay and Blythe were going to be in it. I've known Blythe for years because my husband was her acting teacher, but I'd never gotten to work with her before."

"Georgina approaches life differently than the others ladies," says Squibb. "She is somewhat more naïve. They're all very open together, which is what's so much fun about them. Brett has an astonishing amount of insight into the lives of older people. A lot of it is very funny, as well as really heartfelt."

Rona is the busybody of the group, always armed with a juicy piece of gossip. "She and Carol go back the longest," says Haley. "I wanted Mary Kay Place to play her because she just owns whatever character she's doing. She has worked constantly throughout a long career, and I knew she would find a way to make Rona both likable and really annoying. She's always up in people's business."

"Brett wrote a very beautiful script," says Place. "It was simple, but it moved me in surprising ways. There are definitely things in my life and this screenplay that matched up. The movie examines what we believe in and how we keep ourselves interested in life as we get older. There's a subtle spiritual element to it that I think is beautifully done."

She agrees that Haley's enthusiasm was winning but adds, "A lot of people are enthusiastic, but that's not enough to make a successful film. Brett understood what he was doing and he had a passion for it. This was one of the most well-produced films I've ever worked on. There was a wonderful energy on the set."

The four friends play bridge regularly in the film, but when it turned out that not one of the actresses actually knew how, the producers brought in a consultant. "We had one session with a teacher," remembers Perlman. "He tried to show us how to play a hand so we would look like we knew what we were doing. After about six minutes, he was so befuddled and frustrated by all of our questions. We got to know each other really well, but we never did learn bridge."

Carol's daughter, Katherine, played by Malin Akerman, provides a different perspective on her mother's life. "The relationship between them is a little distant, but I think that's not uncommon," says Haley. "Kath is the first person that Carol talks to about how much she likes Bill. And of course, Kath is the perfect person to say to Carol, 'You have had a great life, and of course there's a point to it - look at me.' That's a really beautiful moment."

Like so many of the cast, Akerman is playing against type as Katherine, says Haley. "Malin was looking for something unique that would express a different side of herself. She has some very emotional scenes in the film with Blythe that work wonderfully."

Danner says she and Akerman had an instant rapport that comes across on screen. "Brett created a relationship between mother and daughter that was very realistic," says Danner. "It's not one of those schmaltzy mother-daughter relationships where they talk every day. That may be great for some people, but I don't have that nor do I really want it. I like being independent and that's what I love about Carol."

Danner was instrumental in attracting a top-flight cast to a modestly budgeted independent film by a young director. "Having Blythe was like a gravitational pull for all of these incredible actors," says Haley. "People wanted to work with her and she really brought out the best in everyone. She's very giving. There was never a moment when she made it all about herself. The chemistry she created between all of her colleagues was just amazing."

Haley hasn't forgotten that his first film, The New Year, was filmed in his hometown of Pensacola, Florida, with lots of help from friends and an infinitesimal budget of $6,000. "I didn't have movie-star-level actors," he says. "There were no bells and whistles, no real crew or state-of-the-art equipment. It taught me that one of the most important elements in a film is the performances. If people are discussing this film and they don't mention me, I did my job. They should be talking about Blythe and Sam and Martin and all of the actors. It's my job to get out of the way and let the actors do their thing because that's what tells this story."

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