An upbeat and acerbic romantic comedy with a real edge, writer-director Amy Heckerling's I COULD NEVER BE YOUR WOMAN is a funny and insightful look at some of life's most important relationships...lovers, parents and children, spouses, friends and co-workers. Rosie (Michelle Pfeiffer), a smart, sexy and successful single mom refuses to accept that life has passed her by just because she has turned 40. Against all obstacles, Rosie stays young at heart through the love and friendship she shares with her teenage daughter. Finally Rosie seems to have met the right man for her...though he's many years her junior...but is this just one more time she'll have to say I COULD NEVER BE YOUR WOMAN.

DRAMATIS PERSONAE

PAUL RUDD ON ADAM PERL
"Adam is a young actor who gets his big break on Rosie's show 'You Go Girl'. He falls in love with Rosie (Michelle Pfeiffer) pretty quickly which is really not hard to do. And he doesn't see the age difference as a problem. His M.O. - as it has always been - is to try and make cute girls laugh so that they like him. Because he's insecure in other ways."

SAOIRSE RONAN ON IZZIE
"I play Izzie, Rosie's daughter. She lives in LA but she's not really like the other LA girls. She's so different from everyone else and she doesn't care. At the start of the film she's playing with Barbies and then she realizes that she's grown out of them and she's starting to grow up more. And for the first time in her life there's this boy in school that she really likes."

TRACEY ULLMAN ON MOTHER NATURE
"I play a deity. Rosie has an inner voice of Mother Nature who talks to her when she's a child, when she's a woman and when she's dating men. Sort of like the Grandmother in Bewitched. She's a woman telling another woman how to grow older gracefully. Mother Nature tells Rosie: 'don't mess around, 40-year-old women should not be with young men, they're only going to look for somebody who's going to be popping eggs and breeding'."

STACEY DASH ON BRIANNA MINX
"I play the actress Brianna Minx. She plays Yomina in the show You Go Girl, which Michelle Pfeiffer's character Rosie produces. Yomina is a trashy princess - 'Blingarella'. Brianna Minx is just a really high maintenance neurotic actress. She's freaking out about getting old. Michelle's character is freaking out about it a little bit as well but she has come to terms with it more because she's wiser."

SARAH ALEXANDER ON JEANNIE
"Jeannie is Rosie's secretary, she's a bitch. I enjoy being naughty, it's great to be the bad girl. Jeannie's on the make and she's after whatever she can get. She wants Rosie's job. She's very ambitious and wants to be like her, look like her and so she attempts to do that and fails at every turn. We've made her the high street version of Michelle Pfeiffer, so it's been enormous fun wearing crap versions of her clothes."

RORY COPUS ON DYLAN
"Izzie is going through that stage where she's getting interested in boys. She is trying to get herself noticed by Dylan but he doesn't really care. Dylan tries to be very cool, very laid back. But at the end he notices her singing and kind of thinks wow!"

PRODUCTION HISTORY

BACKGROUND
After Clueless became an international hit - spawning a flurry of copycats and launching the cash-rich, grey-matter-poor Valley Girl on an unsuspecting world - writer-director Amy Heckerling sat down and wrote I Could Never Be Your Woman. The story of Rosie, a single mom and T.V. producer who falls in love with a young actor on her show, was inspired by events close to home. Heckerling drew on her own experiences as the single mother of a very singular girl; dating on the wrong side of thirty in LA; and working in cut-throat American T.V. The finished script, a delightful romantic comedy with brains and a healthy sense of cynicism, then burned in Hollywood development hell for six years.
"Here's the deal," explains Heckerling, who is stoical about the film's troubled start. "Young people still believe in the magic of products. As you grow older you realise that a different face-cream is not going to solve your life. That's why anyone who is selling anything targets a young audience; they think that the kids will believe their garbage. The studio honchos got it into their heads that the movie would only appeal to older women, and older women are box-office 'Whatever' because they're not brainless. That's showbiz."
And there the I Could Never Be Your Woman story would have begun and ended if one of Hollywood's most impressive stars had not had her way. The studio honchos hadn't counted on Michelle Pfeiffer. Pfeiffer read a copy of the script, fell in love with it and told her agents to find a producer as soon as the film's rights came free. Heckerling does not pull her punches about her leading lady: "Michelle is the reason the movie got made. She just really, really believed in it and kept fighting to make it. I owe her everything."
Producer Philippe Martinez takes up the story: "An agent at Creative Artists Agency called me one day and he said, 'Philippe I know you're looking for a big movie to produce and here is a wonderful movie that Michelle Pfeiffer wants to do', so I read the script in two hours which is very rare for me and I loved it and called him and said, 'Let's meet the director'. It was one of the funniest things we'd read and incredibly powerful and pertinent. Ironically of course one of the reasons Michelle was such a champion of the project is that there really are so few great roles for older women."

THE STORY
MOTHER NATURE "You can jog and peel and nip and tuck, but your insides are still rotting away…"
One of I Could Never Be Your Woman's key themes is the fear of growing old that pervades Western society, and particularly Hollywood. Heckerling has first-hand experience of a culture where it's considered bizarre if men and women of the same age have sex. Heaven forbid that an older woman date a younger man…
"I was trying to deal with the fact that a 70-year-old guy can be in a relationship with a 40-year-old woman and want a pat on the back for not going too young!" Heckerling laughs. "There are factors in sexual relationships that we don't understand. You go to a nightclub and see young beautiful girls attracted to rich sleazy older men and nothing like that going the other way. Why? Because this is the animal kingdom. Power translates to money and fruitfulness to big fake breasts. The females that look like they are ready to give birth mate with the males that look like they are capable of killing the other males. That's how things go and you can't get mad about it."
This conflict is personified in the film in the character of Mother Nature. "You want things to go one way but you know that the natural order of things is another. And you just keep fighting with yourself," explains Heckerling. "I guess I did a similar thing in Look Who's Talking because I had a baby who represented the non-neurotic pre-civilised version of the mother's thoughts."
IZZIE Hey Ma, How do you know when it's true love?
ROSIE Usually you make the music louder and… sometimes they look up in slow motion.
IZZIE No, not on TV. In real life.
While Rosie's love affair with Adam provides I Could Never Be Your Woman with romance, in many ways the heart of the story is the relationship between Rosie and Izzie, her daughter. There is nothing sentimental, nothing mawkish about this hugely funny double-act. And that is in large part because Izzie is based on Molly, Heckerling's own daughter, now a grown-up studying film in New York City.
ROSIE Iz, why is there a Ken doll in the heat vent?
IZZIE Remember when he had Alzheimer's and he wandered off? Ma, I'm starting to not care so much about Barbies.
ROSIE But she's finally getting her life together. She's got a jeep, a horse and a schoolroom.
IZZIE Yeah but it's make-believe. It's not satisfying.
ROSIE Who are you?
"I would love to say, 'Oh ain't I smart to write this stuff?'" confesses Heckerling, "but I was blessed with this kid that was so funny. Over the years I just wrote down things she said. It sounds crazy, but it was so much more fun to play Barbies with her than anything else in the world."
Obviously Heckerling's experiences as a mother inform both the Rosie and Izzie characters, and the situations they encounter. Heckerling elaborates: "One of the difficult things about having a kid is you see them go through these heartbreaking things - if they like a boy who doesn't know they exist, or if other girls are mean to them at school - and there's nothing you can do about it."
Heckerling has also borrowed from her own life for the story between Adam and Rosie, although in this case, a little more imagination was required! Their love story is a romantic-comedy-identikit version of various Heckerling run-ins with the opposite sex. She continues: "Romantic comedy is obviously about people finding love, because then you get your vicarious thrills. I've had various and sundry boyfriends: some idiots and some that were funny. If you're in the business of making romantic comedies you pull different ideas out of situations that may have been pretty crummy in reality. It's a lot of fun to turn that into a positive!"
ROSIE Remember when we had that talk about you being 29? I keep thinking about how young that is.
ADAM I'm planning on getting older.
Heckerling has not restricted her wicked wit to the vagaries of older woman-younger man relationships. She also lifts the lid on the fascinating world in which the love affair between Rosie and Adam unfolds, namely the T.V. industry in Los Angeles. The satirical treatment of behind-camera machinations on a failing show are not so very far from the truth of what happens.
Paul Rudd agrees: "L.A. has a weird set of standards - age being one of them. I know that execs are always looking for younger writers because they think they are more in tune with what's hip and what's going on. For women it's even harder. It's pretty sad and short-sighted: there's such a double standard because if you look at most movies, the age difference between Michelle Pfeiffer and I is smaller. It's just that men are the older ones."
British actress Sarah Alexander, who plays Rosie's assistant Jeannie, elaborates: "It is fantastically cut-throat over there. They invest a lot more money in television shows than we do in Britain. So there's more at stake and there's a lot more pressure. The way the show is axed just wouldn't happen like that at the BBC, it would be a cup of tea, a biscuit and 'I'm terribly sorry…'"
The end result is a witty, heartfelt movie defined at every moment by Heckerling's distinct brand of healthy cynicism. Themes that in less clever hands could be schmaltzy or embittered are sewn together here in an edgy, honest and lovable film. No less than you would expect from the writer-director of Clueless, Look Who's Talking and Fast Times At Ridgemont High…

CASTING
In such a performance-led piece, perfecting casting chemistry in the lead roles was crucial. Michelle Pfeiffer brings impeccable comic timing and an effortless naturalism to Rosie. "She is the most incredible actress," enthuses Heckerling. "Her ability to get her emotions right there on the surface - they almost burst out at you. She's also funny, which I don't think we've seen enough in movies, because she's so beautiful she doesn't often get cast as that."
Adam Perl, the young actor who steals Rosie's heart, had to be a goofy heartthrob capable of enchanting Michelle Pfeiffer. Their love affair had to be totally credible. He also had to have enough charisma to win over her on-screen daughter. No small order, there.
Paul Rudd (Anchor Man, 40 Year-Old Virgin), who collaborated with Heckerling ten years ago on Clueless, was in the frame to play Adam from the start. "When I first worked with Paul he'd done nothing," explains the writer-director. "I took a chance on him and I've been in love with him ever since. I think he just gets funnier and funnier. I always try and see everything he's done. His range is amazing. On the one hand, he's keeping up with everybody and being hilarious in the 40 Year-Old Virgin. Then he's on Broadway doing Shakespeare. He should be a huge star. I think now is his time. The chemistry between him and Michelle is great: he needles her and she giggles like a teenage girl."
For his part, Rudd had a blast making the movie. "Well, working with Michelle was amazing," he laughs. "I mean come on! Let's get real! Let's see, who are the men she's played opposite? Jack Nicholson… Al Pacino… Sean Penn… and Me. I'm never gonna get used to it! And Amy is brilliant at making me feel funnier than I am!"
The third vital piece of casting was Rosie's daughter Izzie, a Beverly Hills kid who doesn't quite fit in. For the film's satirical tone and Heckerling's voice to be heard, they needed a child actor who would be completely removed from the run-of-the-mill spoiled Hollywood brat. The team fell in love with Irish pre-teen Saoirse Ronan very early on but were convinced for a while that they needed to 'go American'. "Saoirse is adorable," says Heckerling. "In the audition she did American for us and she said, 'Do you want to hear Australian? Do you want to hear New Zealand? Cockney? Scottish? It's scary, her ear is amazing."
For the part of Mother Nature, Rosie's conscience, Heckerling cast her first choice, comedy genius Tracey Ullman. "Tracey's such a trip," says the writer/director. "She's so funny." Adds producer Cerise Hallam-Larkin: "At first we thought maybe she could use her English accent, but when we heard her Bronxy telling-off voice it made complete sense for the character to be East Coast!"
Ullman was delighted to be on board: "I love this movie because it's about women aging, which is something we really need to talk about, especially in America. We have to age with dignity girls. There are women who can't move their faces any more and you think, 'What are you doing?". So for a film to address this issue in a comical way is fantastic. And it's much needed at this time!"
Heckerling likes working with friends. She wrote the part of Brianna Minx, the neurotic lead actress of Rosie's show You Go Girl, for Clueless star Stacey Dash. "The character is in her mid-30s and doesn't understand why teenage actresses are getting further ahead because she was a teenager first and it's not fair," says Heckerling. "Brianna has that unbelievable sense of entitlement and Stacey is so funny doing that."
Dash recognises the world of the film from first-hand experience: "I'd say this is very close to the reality of Hollywood as far as women are concerned. We're expected to stay young, stay thin, stay beautiful and the truth is you can't hold back the clock. I think the women that you end up ultimately looking up to, loving and aspiring to be, are the women who don't fall into that trap."
"Working with Michelle Pfeiffer was amazing," she continues. "I was staring at her all the time and had to say, 'Stacey, stop looking at her'. I've worked with Paul Rudd before. He's like my brother and we have to kiss in one scene which was so strange, it was like incest!"
Another key role is Jeannie, Rosie's secretary and trashy alter ego. British comedy actress Sarah Alexander (Smack The Dead Pony, Coupling) makes her movie debut in the role. Heckerling explains: "We wanted Jeannie to be in the same vein as Rosie and yet a cheaper, meaner version. I don't know if anybody but me and the costume people will get it, but if Rosie's wearing something, a few scenes later Jeannie's wearing a very cheap version of it. Sarah was perfect in the audition."
Says Alexander: "Amy knows her comedy, she knows what she wants from each character and she allows you to play as well which is really important. It's a brilliant comedy script with brilliant comedy characters. And we are all going to fall madly in love with Paul Rudd!"
Heckerling is a huge fan of British comedy and was thrilled to use so many British actors for the film's supporting cast. "Even in the very small roles we have the cream of British talent," says Hallam-Larkin. "From Mackenzie Crook from The Office and Pirates of the Caribbean to Peep Show's David Mitchell who is going to be an incredible force in the world of comedy. Plus we had great people like Graham Norton in cameos."
Some aspects of casting I Could Never Be Your Woman were tricky, however. "To find British actors who can do a convincing American accent without losing any of their humour was hard," admits Hallam-Larkin. "I hope David Mitchell will forgive me for saying that the only reason he's playing English in the film is because he couldn't get an American accent! We loved him so much that we had to have him anyway!"

THE SHOOT
For the film to qualify as a British production, I Could Never Be Your Woman needed to spend a hefty whack of the budget in the UK. That meant partly recreating Los Angeles in London. The team shot 6 weeks at Pinewood and on location in London and then 3 weeks of LA exteriors in America. "Amy would have loved to have made this film totally in LA," Hallam-Larkin. "It's set there, she lives there."
But Heckerling is a convert to filming in Britain. "Shooting in the UK was like a dream," she raves. "I love London, I love all the English actors and we filmed at Pinewood, which is where Stanley Kubrick worked! He's my hero: he was from the Bronx and I'm from the Bronx. To work on those stages was amazing."
The production company assembled the cream of British talent in front of and behind the camera. A major hook for Heckerling was the opportunity to work with Brian Tufano. "I saw Quadrophenia many years ago and thought, 'Oh my God that's what I want my movies to look like.' I kept trying to track him down but the studios would never pay for me to have an English Director of Photography on the projects that I was working on… So I was thrilled when we got him for this."
Says Hallam-Larkin: "Brian Tufano is not just a cinematographer, he's a craftsman. He's absolutely meticulous. He read the script and wanted to come aboard straight away. Amy is a big fan. I think they make a phenomenal team."

AMY HECKERLING - WRITER AND DIRECTOR
Born and raised in the Bronx, Heckerling attended the High School of Art and Design there before going on to study film and television at New York University. Her NYU student film High Finance won Best Film at the New York, Bronx and Venice Film festivals. She received her MFA degree as a Directing Fellow from the American Film Institute. Heckerling's directorial debut was the teen hit Fast Times at Ridgemont High, spotlighting such young talent as Sean Penn, Nicolas Cage, Jennifer Jason Leigh, Forest Whitaker, Eric Stoltz, Anthony Edwards and Judge Rheinhold.
She went on to write and direct the John Travolta and Kirstie Alley box office smashes Look Who's Talking and Look Who's Talking Too. Look Who's Talking won the People's Choice Award for Best Comedy and at the time of its release was the most profitable comedy in the history of cinema. In 1995 Heckerling's razor-sharp comedy Clueless - which she wrote and directed - won the Best Screenplay Award from the National Society of Film Critics and was nominated by the Writer's Guild of America. The film launched the stellar career of Alicia Silverstone and a spin-off television series, which Heckerling executive produced.
In 1998 the American Film Institute presented her with the Franklin J. Schaffner Medal and the following year she received the Crystal Award from Women in Film. Her other directing credits include the features Johnny Dangerously and National Lampoon's European Vacation and the television pilot Nineteen , the series Fast Times, and the series The Office. Heckerling is writing, directing and executive producing her comedy series "1985" for NBC

THE ART OF ORIGINAL FILMMAKING

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