Noah Baumbach, who wrote and directed the films KICKING AND SCREAMING and MR. JEALOUSY also co-wrote THE LIFE AQUATIC WITH STEVE ZISSOU as well as the upcoming FANTASTIC MR. FOX with fellow writer-director Wes Anderson. 
For his third solo effort, Baumbach turned his attentions to a story both inspired and influenced by his childhood in Brooklyn, NY.  Baumbach initially toyed with writing about two brothers in their thirties who were dealing retroactively with their parents divorce, but the script took shape when he began thinking about the story from a younger kid's perspective. 
"It was a significant change for me and it freed me up in a lot of ways - allowed me to connect more directly," he adds.  "Later, I started to rework it and write from the parents' point of view.  Suddenly it was a movie about the family."
His superb cast, led by Jeff Daniels and Laura Linney, explores a memorable time in the 1980s when marriages were compromised by changing values, personal desires and professional expectations. 
"This was such an exciting cast to work with," says Baumbach.  "Everyone dove right in and took the parts over.  Jeff inhabited Bernard so thoroughly I started to experience psychological transference with him and look up to him the way Walt looks up to Bernard.  That was eerie."
When shooting began in the summer of 2004, Baumbach returned to familiar ground -- shooting among the turn-of-the-century brownstones in the Park Slope neighborhood of Brooklyn where he grew up in the 1980s.  Several scenes were also filmed at Midwood High School, his alma-mater.  "The chairman of the English department when I was there is now the principal and he was excited to have me back," says Baumbach.  "It was nice to have that kind of good will and cooperation."
In fact, several of the Brooklyn locations were provided by Baumbach's friends or acquaintances, including the Berkman residence where much of the action takes place.  "The house we shot in belonged to my childhood friend Ben and his wife Molly," says Baumbach.  "They were really generous to let us transform their place and relocate while we filmed.  Shooting in places that had real meaning to me helped me connect with the material both on a visceral and creative level."
"While it's true that I did grow up in Brooklyn and my parents did divorce," he explains, "so much of it has been reinvented.  What's real is the emotion . . . It's emotionally real to me."
Producer Peter Newman was attracted to the intimacy of a story that was told through the eyes of kids without demeaning them.
"Not only did I think the script was good, it reinvigorated me and made me anxious to work on it . . . I thought it was a very even-handed treatment of a very difficult thing."
Baumbach worked with production designer Anne Ross to distinguish the two main houses.
"In the Park Slope brownstone where the family initially lives together we used a lot of browns and blues," Baumbach explains.  "Old rugs, a corduroy couch.  The original detail -- the wood, the moldings from those houses is really warm and beautiful.  The house Bernard moves into was influenced some by Lucian Freud paintings.  We used faded greens and yellows -- the color of old, dying plants."
Referencing another personal touch, the director admits, "I had Jeff Daniels wear my dad's clothes.  It wasn't because I wanted to recreate my dad in any way, it's because by having those things there it warms me to the characters and the story, it puts me in it more, and that's something I really like."
Shooting in Super 16 rather than digital video, Baumbach wanted to give the film an authentic 1980s feel.  "The truth is I didn't want to use technology that didn't exist at the time," he says.
In addition to the A-list cast, the producers assembled some of New York's top talent to work behind the camera.
"The most meaningful moment for me on the film was about half way through and we were working ridiculous hours and everyone was exhausted," recalls Newman.
"The department heads were all really important people in the industry and we had one of the best key grips in New York who works on $100 million movies and was working on this film for a fraction of his pay.  His name is Bob Andres and I said, 'Bob, I wanted to thank you for working on this,' and asked him why he was doing it.  He said because of the script.  And it sort of hit me, everyone on the crew had given up their summer vacation to be there and were in it for the script.  That was kind of emotional."
Aside from the experienced department heads, the rest of the crew was basically made up of interns.  There was hardly any middle management on the film.  "We were asking interns to do a lot of things," says Newman.  "It's the only way we could have made this film. It was Noah's idea."  Adds Baumbach, "We couldn't really afford production assistants so we had a lot of interns.  I taught a class at Vassar and I recruited the class for free help."
Perhaps the most challenging part of the shoot was getting it done in only 23 days.  Says Baumbach, "There were some days when we'd come to a point late in the day and I'd think, 'We did pretty well today, this was a really good day's work,' and then I'd look at the schedule and there'd be two more major scenes to shoot.  Even if it's only 23 days, by the end of the movie it feels like you've shot for a hundred."
Songs from both the kids' and the parents' generation contribute to the feel of the film.  Pink Floyd's "Hey You" particularly plays a major role.  It's a song that triggers a lot of specific memories for certain people. "I was a huge Pink Floyd fan when I was a kid," says Baumbach. "I still am."
In the editing room Baumbach and editor Tim Streeto found a surprising rhythm to the footage.
"The pace of the editing was not entirely something I planned," says the director. "But once I cut the tennis scene that opens the film I realized how immediately the audience is thrown into the action of the film and I wanted to keep this feeling going.  The more I cut the film, the more I experimented with that, and I pushed it in ways that I initially thought wouldn't work.  It's a short movie running-time-wise but it feels packed.  There's usually time during a movie -- transition moments like the sun rising or setting over a city -- where people in the theater seem to think it is okay to talk.  It's a time to catch your breath.  I didn't want any of that.  The movie doesn't let up and in the end it leaves you with a feeling of a suspension -- I want it to take the air out of you."

CASTING
One of Baumbach's main concerns in casting a film that is so dependent on the performance of young actors was to find kids who felt fresh and authentic.  The producers cast a wide net in search of new talent, and with the help of casting director Douglas Aibel held open casting sessions at schools around the Metropolitan New York area.  The filmmakers had already decided that they preferred not to use identifiable famous child actors.  So hundreds of unknowns were brought in and put on tape.
"I'd bring audition tapes home and show them to my girlfriend and we'd talk about them," says Baumbach.  "A lot of kids were good but not great, and she'd say to me 'You really need someone like Owen,' who is the son of friends of ours.  She said, 'He's so bright and creative and great but completely unaffected, he's so much himself.'  So we were at dinner with our friends and I got up the guts to ask Owen's parents and they agreed."
Kline came in and read and got the part of twelve-year-old Frank Berkman. "What's great about Owen is that he has real skill as an actor and at the same time he brings so much of what's genuine about him to the part," says Baumbach. Kline adds, "My character goes through very difficult times and acts out in extreme ways throughout the film.  I think that the most dramatic scenes were actually the most fun to shoot."
The part of Walt, Frank's sixteen-year-old older brother, was equally tricky to cast.  "There are a lot of shades to that character.  I had to audition a ton of people because some of the actors would do well early on and then in different scenes that showed other aspects of the character, not as well," recalls Baumbach.
The one actor that stuck in his mind was Jesse Eisenberg, who was the young star of ROGER DODGER.  "He fit very well with a person who speaks with confidence, intelligence and wit, but who doesn't know what he's really saying half the time.  There's an insecurity that exists in Walt that can't be indicated," explains Baumbach.
Eisenberg adds, "I auditioned for the film six or seven times.  It's interesting because, as you get further and further into the audition process, you simultaneously feel encouraged and discouraged -- You've been validated, but clearly, if it's taking this long, you're not fully there yet.  It was a stressful experience, but only because I wanted to be involved so badly.  As an actor, it's a very rare opportunity to read a script that is so far superior to most other scripts and then actually get hired."
"At the point that we hired Jesse and Owen there was no debating whether it would be them or someone else," says producer Peter Newman.
Finding the perfect actress to play Joan Berkman may have been the easiest part of the casting process.  Laura Linney was the first person cast and remained with the project through what proved to be a lengthy pre-production period.
"I showed the script to her very early on," says Baumbach.  "It took a long time to get the movie made and Laura was attached to it for the whole time.  It made me feel very good through that hard process of raising money to know I always had Laura."
"I loved that the film had so many layers," says Linney.  "I found it both intensely moving and extremely funny at the same time.  It's an unflinching, but affectionate portrait of flawed characters.  I told Noah, when you're ready to shoot, I'll be there."
The search for the right actor to play the troubled patriarch Bernard Berkman was given a boost when Newman got a call from director Wayne Wang.  Wang, who had directed SMOKE, produced by Newman also in Brooklyn, was raving about Jeff Daniels, his star in BECAUSE OF WINN-DIXIE.  "Noah met with Jeff and that's when that process really started to take off," says Newman.
"Jeff was an actor I always loved," says the director.  "I loved him in PURPLE ROSE OF CAIRO and SOMETHING WILD and more recently in movies like THE HOURS and BLOOD WORK.  He can be really funny but he's so simple  and authentic as an actor.  The character is funny, but there's also a lot of sadness there and a lot of pain -- Jeff always seems to be doing so little, he's a bit like Spencer Tracy -- he makes it seem effortless."
"I never saw Bernard in terms of being sympathetic or unsympathetic.  I was drawn to the challenge of portraying him as he was - a little bit of both," said Daniels.  "I loved Bernard's blind spot when it came to how people perceived him.  In the wake of a continuing stream of self-absorbed behavior, he was unapologetic, completely unaware of his wearing effect on those around him, and basked in his brilliance as long as there was an audience of one or more.     As a man who spent far too much of his life inside his own head, when it came  to relating to anyone, he was a train wreck.  Still, somewhere inside all of his writerly self absorption, was someone who probably knew the truth about himself, but like most things that didn't support his own sense of self, it passed quickly."
The cast now in place, Baumbach started a lengthy and productive rehearsal period.  "I find that really helpful to understand who the actors are," he says. "Some actors want more direct psychological direction and some don't," he continues.  "Often I want something very specific and I have to find a way to communicate it to them that they can use."
As for preparing the kids, Baumbach didn't find the process any different than working with adults.  "A lot of it is just reading the scenes over and over and talking about the action and getting them to feel comfortable with what they were saying and what was really going on."
Baumbach found rehearsing with Daniels especially rewarding.  "It was the most exciting experience I've had with an actor," says Baumbach.  "He really thought about what I said to him and he had the confidence to try things that didn't Always work.  It was a great experience to watch an actor get the character the way Jeff did.  It was really thrilling."
Jeff never worried about redemption or whether Bernard was a good or bad guy.  He just played him.  I think that's really hard for an actor to do.  You have to kind of chuck all vanity out the window and just do it.  I feel indebted to him for that."

Read an interview with writer-director Noah Baumbach