The Making of Jay Kelly (2025) Movie Script
1
[man] All right. From the top.
[woman 1] What do I have to do?
I'm not gonna let this be a thing.
-[woman 2] Say a quick something, Jay.
-[man] I love you.
We meet Jay
at a turning point in his life.
It's during a sequence of events
that lead him on a journey.
He's contending with
the choices he's made in his life
and the priorities he's set for himself.
After the PA, Jay goes off camera.
[Noah] And these include
his relationships with his family
and his friendships.
"And that'll be that."
That'll be the last line of First Voice?
[woman] "We'll never know.
I'll turn off the lights"
-[both] "And that will be that."
-Yeah.
[indistinct chatter]
[man] Camera's coming in
at number one, please.
-Hey, how are you? Adam. Nice to meet you.
-I'm Hannah.
-Nice to meet you.
-Thank you so much.
-Just gonna chuck this on you.
-Let's do it. Throw it in there.
That timing Was that too late,
the time we just did in that rehearsal?
-I didn't see the timing.
-But it was perfect.
-Watch what I'm about to do.
-It's gonna be so good.
Mind blown.
We're gonna do it in one shot.
And Emily, who's over there
Anyway, we'll place everybody,
and we'll just start,
and it'll be slow
and feel like nothing for a long time,
and then, suddenly, hopefully,
feel like something.
[Adam Sandler] Can I just say one thing?
I've I've signed on.
I am gonna do the movie.
[all laughing]
-[woman] Yay!
-[man] Welcome aboard.
Now I'm not gonna do the movie.
[all laughing]
[Noah] Emily and I were working
together, and we would say, "I read this."
Or, "What about this quote?"
Okay, and then a little darker
on the thing.
-[man] On the light?
-That's good.
[Noah] Everything you read, you watch,
all seem to have some relevance
to what you're working on.
[man] And foreground smoke.
"It's a hell of a responsibility
to be yourself."
"It's much easier to be somebody else
or nobody at all."
[Noah] The Sylvia Plath quote
says something
that would inform the rest of the movie.
It was written on glass,
so when the smoke came up,
the smoke revealed what was on the glass,
so it looked like it was revealing it
out of thin air.
And then we would rack focus
to our first voice, who says
-[man 1] We're coming to the end.
-[man 2] Of what?
[man 1] The end of the movie.
The end of the shoot.
-[man 2] There's always the next one.
-[chatter]
[woman] I started getting dry eyeballs.
From nowhere.
Like there was grit or something
constantly in them. And there was
[Noah] We filmed
this whole sequence in one shot.
It was about nine pages in the script
from the Sylvia Plath quote
all the way through Jay's scene
at the lamppost.
-[woman] What do I need to do?
-[man] Say something, please, Jay.
-[Jay] I love you.
-[man] A little bit more, please.
[Noah] And after weeks of rehearsal,
we got it to just under five minutes.
-[man] Jay, you're the best.
-[Jay] There must be somebody better.
[woman 2] We're seeing
the whole wide world
This is the opening shot
of the whole movie.
The whole thing is choreographed.
There's a lot of action,
a lot of people crossing props and things,
so the timing
has to be absolutely perfect.
Now your anxiety's at a ten,
but of course you feel like quitting.
I felt like we were in some other era
when people worked together making films,
and I've never had that experience before.
Jay, I'm so sorry to interrupt,
but Hailey wants to see you
in the bloodier coat.
-Okay, let's just cut it here for now.
-[man] Let's hold it there now.
If we come in closer, and then here,
and then she comes in there.
-Then we kind of come back a bit.
-[man] Just keep moving.
Yeah, um, and then
I think we should just keep moving.
-And then it's all gonna line up.
-Yeah.
What you're gonna do is,
you're gonna exit frame here.
So when you walk here, you're
'Cause what you're doing
is bringing us to the tent.
Got it.
So when you do that,
you can then kind of make your way off.
-[man] You can walk around this.
-[Adam] Then I'll wait for my cue
-And then you wait, yeah.
-[Adam] Got it.
[Adam] You haven't told me any of this.
Either of you.
[both chuckle]
-Well, we're discovering.
-Yeah. I meant
-Capture that moment, please.
-It's as much about us rehearsing as you.
-We're all rehearsing.
-Yes, yes, I know, but still.
[both laugh]
-Should we try it again?
-[man] Yeah.
[man 2] We're coming to the end.
[man 3] The end of the movie.
[woman] I started getting dry eyeballs.
From nowhere.
Like there was grit or something
constantly in them.
And there was an oculist here.
-The one who does the lenses.
-[man 4] Hey, sorry. Skip needs to do
What we've made is
a perspective set out of 2D pieces.
[woman 2] We're seeing
the whole wide world
[Mark] It's quite disorientating
from the back.
So when you move around the set,
it comes into clarity for a split second.
[Adam] 'Cause I'm your dad
-[woman] Have you been using conditioner?
-[Jay] No, I haven't.
-[Adam] This is the worst part
-[man] Let me check your pant leg.
[woman 2] Hailey would like to see you
in the bloodier coat.
[man 2] Okay.
[woman 1] Did you have peppers or ravioli?
I should have had ravioli.
-[Jay] I just had my shake.
-[woman 3] Have you tried liver and whey?
-[woman 4] Find a place to hide, people.
-[Jay] Can we do it with the dog?
[man 3] Jay wants the dog.
Can we bring the dog?
[man 4] That dog makes more money than us.
[woman 4] Can we see a light drizzle?
That's a drizzle? It's more like a deluge.
[Noah] That whole section is quite good,
the one we spent the most time on
most recently, so
[all laughing]
[Noah] Each time, it gets faster,
which is a good sign.
We don't want it to feel rushed,
but I want you to keep your mind
on the rhythm.
The overlaps are great, so always
Don't wait for cues.
Just come right in when you feel it's time
for you to come in.
But as the shot continues
and we get closer to the movie's shot,
the movie within the movie shot,
there should be
a sort of sense of urgency,
even kind of like a layer of energy
that starts to shift,
which is the same urgency that you hear
in my voice right now speaking to you.
[all laughing]
[Mark] The idea on this set was
to sort of have an analogy of Jay's life,
so the set is made up out of pieces
that celebrate the whole life of a film,
which is the camera department,
the makeup department.
So in this, you see
a little bit of the craziness
that surrounds a movie star.
And it's not until you move
around the set,
the whole set comes into shape.
[Noah] It's a celebration
of filmmaking and creativity,
but it's also about identity.
It's a representation
of an internal struggle.
It's a ship in a bottle, really,
of what the whole movie
is going to be about.
[man] What are you thinking?
We got a couple good ones.
-[sighs] But if you're happy
-I'm very happy.
Okay.
-You have an idea, we should explore it.
-I thought I did, but
-You're happy?
-I'm ecstatic.
-But, of course, you can have one more.
-You feel good?
-I really do.
-Okay.
-I liked a couple of the early ones too.
-Cool.
-Are we good?
-[chuckles]
[sighs]
Good.
[woman] And that is a picture wrap
on Jay Kelly!
-[bell ringing]
-[cheering]
[woman] And a wrap on Eight Men From Now.
[crew cheering and clapping]
[lively string music playing]
Thank you so much. You've been great.
You've all been great. All right. Thanks.
-Four fifty-nine. All right! Okay.
-We beat five minutes.
[laughing]
Sleeping in the cop car like
[all laughing]
"Jay, you know how good you've just"
[woman] All right. [sighs]
Nice. Good day.
Really, really good day, darling.
[drill whirring]
[light classical piano music playing]
[piano music continues]
-Look at this.
-Yeah, it's great.
[Noah] Mark Tildesley's work
in this movie is so remarkable.
Jay's house, the inside of his house,
it's a set.
The interior of Jay's home
makes it feel
so perfectly like Los Angeles,
but it's actually built in the UK.
Not attention-seeking,
but all perfect sets
for the character and the place
and the story that Noah is telling.
[Noah] In so many cases, he was
marrying real locations with these sets,
'cause we had the exterior of Jay's house,
which was on location in Los Angeles.
[Mark] We ended up going
to Jack Nicholson's old ranch house.
The swimming pool in the back,
that will be at the real house.
This is now a mixture
of mid-century Neutra design
combined with Jack Nicholson's house.
[Noah] Here we go.
Now, look at this. Can you believe
this is a pretend house, not a real house?
[boy] Oh, no.
-Look at this.
-Yes.
-Isn't this amazing?
-[boy] Yeah.
-And is that, like, a forest?
-[Noah] Yeah.
[Mark] The staircase
and the layout of the house
is very much designed around
Noah's initial thoughts
of doing lots of shots
that are, like, one movement.
So, really, a choreography.
The circular staircase
was allowing this choreography
to be, maybe, more fluid.
-[man] He's not 25 anymore.
-[woman] He's not 55 anymore.
-[man] Okay, now the studio's calling.
-You done? Everybody done?
No one's in breech. Jay's doing the movie.
-[man] That's not what he's saying.
-[Adam] Now I'm here.
[boy] Oh, it's beautiful.
Are these real bricks?
[Noah] These are pretend stone.
[Vronique] We have different kinds
of photos and paintings
that are related to the character
and to his life.
Oh, it's the Richard Burton diaries.
I've been looking for those.
[laughs]
They were out of print.
I had the store try to order it. They said
it was out of print. Look at this.
Here it is.
Maybe we'll just borrow some of these.
[chuckles]
[indistinct chatter]
[Adam] Hey, Noah.
How are you?
Kick some ass, I heard.
Right? I kick some ass?
[playing a ballad]
Oh, back to Ireland
[laughing]
That was fun. Yeah!
[applause and cheering]
[man 1] Going to night.
-[man 2] Yeah, exactly.
-[man 1] Yeah?
That's two seconds at the moment.
-[man 2] Let's see it again.
-Yeah, going back. That's day.
-[man 2] Yeah.
-And going to night.
[man 3] Ooh.
[Noah] You could try, Laura, maybe, here
Noah has a great process
of letting actors take swings
and try things out.
And if you're sitting, maybe
[Adam] And then he trusts you're gonna
bring something that lifts that up.
Okay, so you'll start on
[dynamic orchestral music]
They're waiting for you.
Thank God.
-What happened yesterday?
-[Ron] Nothing.
[woman] What happened yesterday?
[Ron] Uh, nothing.
We went to Peter's memorial.
-You want me to keep going?
-No, uh
[laughter]
The sun is, like, 5.6 on the backdrop.
Take it down all the way.
Keep going. Yeah, yeah. There you go.
The interesting thing with
George is the stuff that he is bringing
that is not what you read on the page.
Um, in the rehearsal,
there was a twirl with Barbara.
So what if we did it
If you came from here
[Nina] And that tells volumes
about the character.
Do you think I do too many movies?
Barbara, do you think
I do too many movies?
-You do work a lot.
-Barbara tells me the truth.
-You think I do too many movies?
-I think you do the right amount.
-You think I do too many movies?
-[Barbara] You do work a lot.
See? Barbara tells me the truth.
You're drawn to them,
George Clooney and Adam Sandler,
not just because of the character
but because of feeling like you know them
and want to go on the journey with them,
wanting to know them better.
-Where are we going?
-Meg?
-France.
-[Jay] France.
France?
[Noah] And we'll cut. [laughs]
-[man] Cutting.
-[Noah] Okay.
-[bell rings]
-[chuckling]
[Noah] to come here to Adam.
[Adam] Hey, wait a minute.
I did it great in that last one.
That's why they gotta do it again.
That's why they decided
to put the camera on you while you say it.
-Yeah.
-[laughs] Yeah.
If you noticed, the others,
they just spun it up to the ceiling.
Yeah, you'd hear the film roll out.
[imitating film rolling out]
[man] Sounds good. All right, we'll reset.
-[Adam] That's a pain in the butt.
-[woman chuckles]
-[Adam] Every take.
-[woman] Hmm. Every take.
But very good. Perfectly folded.
Thank you.
I think this was a little more like that.
That's right.
[man] One, two, three.
[Noah] When we meet Jay,
he's in sort of his bubble world.
I mean, he's on a movie set.
He's in his home.
And then, slowly,
he gets sort of out into the world.
And then he's in Chez Jay,
which is, like, his first sort of venture.
He wants to reconnect
and go out with people.
And then, unfortunately,
he kinda gets bitten.
I was a glorified extra. I had one line.
If people knew
the things I know about Jay Kelly
I'mma be honest with you.
I can't stand you.
You kinda stole my life.
I didn't steal anything from you.
Really? You stole my job.
I got Peter to cast you.
I was a glorified extra.
-I had one line.
-I gotta go.
-If people knew the things
-I gotta get up early.
-I'll get the bill.
-I got it.
-That's why I hired you.
-Thanks, man. I appreciate that.
[indistinct chatter]
[man] There they are.
[Noah] Maybe, Adam, step out for a second.
-Jesus Christ.
-Yeah! Now!
-You can tell the truth.
-[Adam] It was the way he said it.
[George] He was never even in the shot,
let's face it. He just thinks he is.
[Noah] You're right. I'm sorry.
The tone was uncalled-for.
You can step out, Adam!
[indistinct chatter]
Yeah, I mean, if it's I mean,
it could be fun if you're moving, um
-[George] This way?
-Yeah. But we could also put you
If it's easier to keep you stationary,
we could just
We're on the road to Paris
We're going to Paris by plane
Sing it, Ronnie!
An adventure to the place where
-I don't know the words.
-[Jay] Come on, Ronnie.
[piano stops]
[both laughing]
[indistinct chatter]
[woman] All right.
Stand by, and rehearsing.
Three, two, one, action.
[gasps] I'm so excited.
[man] Just walk straight through.
Walk straight through. Keep going.
The private jet was tricky
because we've done it on a dolly
that had to be on the floor
in the private jet.
So we had to build
some narrow rails for the track.
So it was just very tricky
to get the shot the way we wanted to.
[Noah] The private plane they're
flying on is actually just attached
to a set that Mark Tildesley built
as a theater on Melrose Avenue
in 1989 or something.
Everything with this movie, we felt like,
"Let's do it like they used to do them,
in a hand-made way."
So you'll come
through the curtain anyway, uh
You'll be in acting class,
but you'll come in.
-[Adam] Okay.
-Yeah, on the top.
So Laura starts with her
You're showing Yeah.
-[Laura] Should I go ahead?
-Yeah.
[Noah] The sort of
old-married-couple bit of this
is slightly in contrast
with where you are in your journey
because you're playing piano,
and we have the bedroom,
so you have
that sort of trying to keep everybody
-Going. Up. Yeah.
-Going.
You still could begin to get up then, too,
and just, you know, uh
-Yeah...
-[Adam] Then I'm gonna stop him.
You know?
Yeah, or just even in the pace of it
if he's getting up.
So then it's more like, "Yes."
It's, like, as he's on his way.
Why do you have a black eye, puppy?
I'll tell you when we get to France.
[Ron] But it's nothing
I need to know now, right?
Are you running to something
or from something?
Yes.
[Noah] We really did
just put the sets together.
So all of these things
are actually physical.
There's no visual effects involved
in any of it.
[man] So, like, Bordeaux?
-We're near a town called Aix-en-Provence.
-Oh yeah.
The device that Noah has used,
it's almost like he goes
through these portals
where he goes through a door
and he's suddenly in a set.
So it's playing with layers of reality.
[Noah] But, yeah,
I think if you sort of come out
Um
-Stop and take a look for a second?
-And see, then you can drift over there.
[George] Yeah.
You'll all freeze in time back here
while we shoot the plane.
-Then at some point, he will walk out.
-[George] Go back to the plane.
-[man 1] Looks good.
-[man 2] Set.
[man 1] Set.
And action.
[Noah] It was fun to shoot
because we would be playing
an entire scene in the present,
and then we would follow back
and play the entire scene in the past.
And he's watching his younger self,
and it's all one shot.
Something that was kind of remarkable
in watching it
was sort of how
partly what George is doing,
and it's partly also how we see Jay Kelly,
and he's sort of playing it out for us,
this sort of human experience.
[young Jay] But your words are just
sweetness that disappears in your mouth...
[man] Okay, Jay, can you stop there?
What did you feel just then?
[young Jay] I felt conceited.
Successful.
A star.
[scoffs] Do you wanna be a star?
[young Jay] I mean yeah, sure.
I wanna see the hungover kid
who just got off the bus from Kentucky,
who's trying to impress
all the cute girls in the class.
Basically just be myself?
Do you know how hard it is to be yourself?
-[man 1] Bagel, you idiot!
-[George laughing] Wow.
Bagel?
Oh sheesh, he got some air that time.
[man 2] It's just because of the shoes!
-The shoes don't...
-[man 3] Oh my God, don't play in those.
-Be careful. That's a slipper coming.
-[man 3] You'll break your neck.
[George] Oh my God.
Yeah!
Using that Oh, I like it.
[gentle orchestral music playing]
-[Noah] Pretty good.
-[George] Yeah.
Uh
Yeah, if we could tighten the space
between "I'm so confused" and the "Daisy."
Yeah, I'm trying to.
Yeah. It's tricky. Okay. Yeah.
We went back through
all of their designs for their train
and used those to influence
the ones that we were going to do
for the interior of our train in London.
[Noah] We shot the interior
of the train on Shepperton on a stage.
We had to really figure that out.
The LED screens and the plates we shot.
We shot the real plates
for the real journey.
All of this stuff,
so much time went into it,
and Linus was so scientific and technical
about all of it.
The shoot of the movie was,
in some ways, the best of both worlds.
The pleasure of it being on a stage
is that it's controllable.
You all congregate at one place every day
and got all the amazing artistry
of the sets and the things.
It's easier, obviously, to hang lights,
and you've got room.
That train is based on a Gio Ponti train
that is a mid-century train,
and Mark Tildesley recreated it
so lovingly and so perfectly,
and it became another character
in the film.
[Noah] And so he kind of
If she's here and she doesn't see,
and then, at some point, she notices,
and then she's like, "That way."
-And then he
-[Linus] Yeah.
And then he could kind of just speed up.
And we do it leading and following, right?
Um [sighs]
Yeah, and we would do the following
We also might wanna do a POV.
Could be fun.
[stirring orchestral music playing]
[Meg] She's in the caf car.
[indistinct chatter]
[man] That'd be amazing.
[Linus] This should be safe.
This should need a light.
This has these lights.
Some lights there.
[Noah] We wanted the interior life
of the train to really be immersed in it
in a way that it was gonna be difficult
to shoot that on a real train.
From Ron's point of view,
after the kiss, he gets back on.
She disappears after the kiss.
He gets back on.
Yes, and then you see him
leaving her there.
We'll want a shot of Ron at the window.
I don't know if it's better to shoot it
from that platform or this platform.
-Okay, yeah, so...
-If you see the train pulling out...
So you might be on that. It's good.
Just say we need that, yeah. Perfect.
[Mark] The difference between filming
on a real train and one in the studio
is that in the studio,
you have the possibility of being able
to sort of put a camera crane
through the middle of the train.
We had to enhance it to make it work
for both the technical side of the film
and also visually, for some of the colors
we were looking at.
[Linus] Everyone's, like, standing up.
"Excuse me! Sorry," like in an airplane.
That tight.
Much tighter than the real train.
-More like an airplane.
-Okay.
-There's so many people here.
-I haven't been on a train in 20 years.
-Thirty, maybe.
-[Ron] A subway.
I can't tell you the last time
I was on a subway.
[whistles]
-Can't whistle. [blows air]
-[woman chuckles]
"May, were you just watching over there?"
And then you go, "Yeah."
-Yeah.
-"Yeah, that was me."
-Let's just do one more.
-One more, okay. One more.
-[man 2] Okay.
-[man 1] Very good, gang. Reset. One more.
[man 2] Are we
We're gonna swing the crane.
Mind your heads, gang. Swing the crane.
-Swing this back in.
-[woman] I took the hat off.
-Watch yourself.
-Off an extra.
-Gonna swing the crane over.
-Sorry.
[man] Okay, crane swinging once.
Shut it down.
Suitcase, I just played it
just on the other side, but tight to him.
Something that I particularly love
in this film
is that there is a rhythm and a style
while also being deeply rooted
in an authentic truth
in the way he wants the performances
and the communication overlapping.
-Oh, on this side.
-That side, we got you pretty good.
[Laura] I think he's created
an incredible balance
so that style never comes before truth.
We hold them all the way down,
and you can film them
coming down the whole way.
[indistinct chatter]
[Noah] How we were gonna do it
at the platform, when the train is moving,
how the day progresses,
how the light changes
Just making sure
that all of these things worked together.
It really allowed us to create
that kind of immersive experience
of being in the sort of capsule of this
'Cause it becomes its own world.
Guys, I am gonna see you all in Tuscany.
[cheering]
[rousing orchestral music playing]
[Noah] You could do, like,
"Jay Kelly. Jay Kelly. Jay Kelly."
"Jay Kelly. Jay Kelly."
It needs to be
longer than you expect.
-[Emily] But not so long it's boring.
-But not longer than you want. [laughs]
Do you wanna start the other ones?
Like the "Gary"
Like the sort of He's in the canon
of all these other ones.
-[Noah] When he gets
-When he gets
-[Noah] When he comes back up.
-When he comes back up, yeah.
"Gary Cooper." You know?
-Yeah. "Jay Kelly."
-[Emily] "Jay Kelly."
Jay Kelly.
Jay Kelly.
[Noah] This movie star
essentially has lost his name.
He's donated his name
to this other Jay Kelly,
who is the movie star,
but there was a kid in Kentucky growing up
named Jay Kelly.
So he's trying
to almost bring himself back.
-"Jay Kelly. Jay Kelly. Jay Kelly."
-[Emily] Yeah.
"Jay Kelly. Jay Kelly."
"Jay Kelly." Yeah.
[Noah] Of the memory transitions,
this was the most complex
but also the most fun to come up with.
I kinda feel like we wanna maybe be here
for a second with the real mirror.
[man] Yeah. All right.
[Noah] Essentially, there's a real mirror,
and when we first see Jay,
he's looking at his own reflection.
Then we cut to the side,
and we have pulled the mirror
out of the wall
and just put an empty frame.
No, you were gone.
You look better in the mirror, don't you?
[Noah] He goes down out of frame
to wash his face,
and that's when we see
Daisy and her friends running.
The camera then comes back around.
It's now looking in the mirror.
What has happened in that period
is that George has ducked
under the crane arm and gone around.
Now George is on the other side,
playing his own reflection.
And then he goes, "Jay Kelly, Jay Kelly,
Jay Kelly," here the whole time,
and then looks up in the corner,
you know, at the thing,
and then we go through there.
That would mean he does a lot of it
in the fake mirror.
He does the whole thing.
The only time we see this
is for about five seconds.
Ever. Because in the beginning,
we don't see it.
Camera moves around,
and just as it has moved around,
you can sneak it in here, hold it,
and then we pan back,
see it, and we push through.
Then you need to remove it again.
It needs to be like that.
[Noah] The reflection looks up
in the corner of the mirror
and turns around,
which we would think
is the back of the bathroom,
but because he's on
the other side of the mirror,
Mark Tildesley and his amazing team
have built this care center.
And we can now continue
through the mirror, past George,
to see Riley saying goodbye to her kids.
The school, they had a location
for it, and it was an office space.
And I was like, "Oh, Mark, do you think
the window here could work
like the window in the bathroom?"
So we figured out a way
to build this train platform
outside of the school, two stories up.
And then we boxed it in
and lit it from outside.
[indistinct chatter]
So yeah. So here,
the right-foot pivot, here.
-There she is.
-[Linus] And track, two, three.
And as you go past me, I go under here.
And we
Then she says a line, he says a line.
You don't maybe go that fast
'cause he'll need to
-[Linus] Yeah.
-[Noah] He reenters
[Noah] The shirt that he's wearing
has actually got Velcro under the buttons,
so he is off camera taking off the shirt,
and he has the cowboy shirt
for the memory underneath it.
-[man 1] Up a bit more.
-Up a bit more, please.
Whoa. Too much.
-[man 1] Way too much.
-[man 2] Down you go.
Whoa there. Bang on.
[Noah] It's all the same take
because these memories are coming
at times when we don't
necessarily expect them.
And there has to be
some physical, cinematic transformation.
-[Jay] Kelly.
-[train whistle blows]
[Daisy] Come on, quickly.
Hurry up. We're gonna miss it.
[woman] Daisy, I'm coming.
[Jay] Jay Kelly.
Jay Kelly. Gary Cooper.
Cary Grant.
-Jay Kelly.
-[train whistle blows]
Clark Gable.
Jay Kelly.
Robert De Niro.
[train pulling away]
Jay Kelly.
Jay Kelly.
[Linus] I love these effects.
I love these analog magic tricks.
And I love playing with
that kind of stuff in shots.
I can't believe you drove here
from LA by yourself.
[Jay] I wanted to see you in your life.
[gentle piano music playing]
And then I want another one,
and then you're gonna go
-[string waltz music playing over phone]
-Yeah, yeah, yeah.
[Adam] I can't believe
how fucking moving that's gonna be.
[waltz continues playing]
[Noah] And then the, um
You also have, um like
[gentle music playing]
[Noah] I wanted the score to have
all the pleasures
of what we get
from old-fashioned movie score.
But I wanted it to have melody
and beauty and emotion.
It's melodic and beautiful
and not afraid to make you cry.
[pianist] What's cool is,
because I'm playing it in this way,
I feel there's, like, a realness to it.
You know? Like, I'm not
We're not overly keen.
-Right.
-It's just like like this.
You know? I think you can
Hopefully, it comes across.
-I think it does.
-Piano's kinda
[Noah] I just had loved
Nick Britell's work,
and I reached out to him on a whim,
and we got together,
and we just started talking,
talking about what we loved
about music in general and movie scores.
And I sent him the draft,
and a few months after that,
I went up to his studio,
and he played me three themes,
and there was one he called "The Waltz,"
which is variations
on what you hear the most in the movie.
Cool. I'll do another.
[lively waltz playing]
The Jay Kelly theme
needed to feel personal and intimate.
Emotions are always complex.
And the thing I like about this idea
of some music has this happy-sad feeling
where it can change
depending on how you think about it.
Right, so, I think, with this one,
let's change the dynamic.
Let's actually make this
kind of like a very nice, strong forte.
And, I think, overall,
it can have a lot of energy.
I think it's sort of leaning toward
more sound, more kinda bite to it, um
Let's see how that sounds.
You don't have to
Don't be afraid of giving it a little bit.
This was the first film I recorded
the whole score to analog tape,
which is not something
that people really do anymore.
But there's a character
to the sound of the tape.
There's a sort of compression
that it does to the audio,
and I love that sound.
That felt really nice.
I like that energy in there, you know?
That felt like the best so far.
[music playing back over speakers]
[Nicholas] I like that better.
-That's a richer sound.
-Yeah, it's more gutty.
That feels bigger. Yeah. Yeah.
I think And then I'll mention the basses.
Have them be really tight, rhythmically.
Yeah, really tight, rhythmically.
Let's even say I'll say do it, like,
fortissimo with even more
Molto fortissimo.
It's like you want them
to almost be, like, in a rush to start.
Yeah, yeah. Right. Exactly.
Like, uh! Yeah, almost like a
-At the edge of the beat.
-Yeah. Push it.
-Let's try that. Let's see.
-Like they couldn't wait to jump in.
[Nicholas] You can't wait.
Exactly. You're really excited.
["The Waltz" playing]
-[man] So he just decided.
-["The Waltz" playing over phone]
[George] I love it.
-He's really good.
-[Noah] Yeah.
[Noah] The movie has a life to it
that is inviting and warm,
even though, at the same time,
it's acknowledging our humanity
in both its pros and its cons.
And his music underscores that
in some kind of beautiful way.
Don't be mad at Candy.
We'll find you a new hair person.
Too many people around me anyway.
You need some people, right?
Maybe an accountant.
-A lawyer. You need Alan.
-[Jay] Who else?
Publicity and a chef.
Well, me. You need me.
Yeah, Ron. I need you.
Okay. The vibe is great.
[lively music playing]
[Noah] The music has all
the influences that the movie itself has,
which is both, I think, rooted in
a certain American movie making
and also a European filmmaking.
And the score also has that too.
I'd say so much of the score
sort of belongs to the movie, in a way.
[Nicholas] The thing I love
about being a composer is
the art form of composing is you're taking
sound, and you're combining it
in ways to really explore
this huge, vast range of emotions.
'Cause, for me, that's what composing is.
It's the colors that a painter might use.
We're using sounds to generate
these very subtle gradations of emotion.
Um, at times, maybe not so subtle too.
But I think that this movie, in the score,
we allowed ourselves to really enjoy
having a sound that explores emotions
that, sometimes,
we don't feel as much today.
[Noah] He was part of the fabric
of the whole thing from the beginning.
Awesome. Felt great.
[Noah] You'll walk up ahead of him.
But then maybe you can then get off
-Go around camera once you're up ahead.
-So that I can
So then we still have a little track left.
[man] So Good. And roll.
[all] Rolling.
-[man 2] Quiet and still, please.
-[woman] Fifty-nine, take seven.
[Noah] Jay kind of has nowhere else to go.
He's lost in the landscape.
There's a lot of wide shots
of just him in that forest.
It's a bigger world than Jay Kelly.
It's not as controllable.
Maybe take one beat longer
before you take out your phone too.
[George] I've thought about that.
Think about how long it takes
to get a phone call to ring
and then somebody to pick it up.
[line ringing]
[woman] Hello.
Hey, Jess. It's Dad.
-Hi.
-Hey. Uh, is it a good time to talk?
What's up?
I read about your real-life heroics.
Maybe you could tighten up a little
once you get the tenor of her voice
He's coming to terms with the idea
that maybe he hasn't been
such a great friend or father.
He's just been really good
at being a movie star.
"That's a good question.
Well, I did make those movies."
I'm feeling bad
about the last time we were together.
Sorry about that.
I just couldn't take that guy.
-Are you still seeing him?
-Yes.
And it's like he's really trying
to do a thing. It's, like,
so late to be doing.
-Yeah.
-And So I think
-But it can't not affect you, obviously.
-Yeah.
Just be honest with me, Jay.
Stop rationalizing,
and stop trying to defend yourself.
Just stop.
[woman] I never know what take
I'm gonna feel the whole way through.
No, I know, and that's the thing.
And that's why
I can't tell you to feel, you know? Um
That's No, and I'm That's
That's what makes them special,
so I think just
-[woman] Okay.
-Yeah.
[woman] I'll try and
-Do your best to feel.
-[woman laughing] Okay.
[chuckles]
"What's the worst direction you've"
-Cut to you guest lecturing at some thing.
-[woman] Yeah.
"What's the worst direction you've ever"
-"Try to feel in this one."
-[woman] Feel in this one.
[Noah] So we're sort of like
-You wanna keep moving.
-[woman] Mm-hmm.
-And just get through this call.
-Yeah.
And he wants to slow it down
and stop it and
And try to get you
to really, like, just to come, and
can maybe help motivate, sort of,
like, even the stop.
You know, even the stop. If you end up
like you're not ready to stop.
-Yeah, okay.
-But he's You know, and then
-Mm-hmm.
-And then you're ready.
Then once you're like, "You're gonna be
okay. You're a great star,"
it's like, "I'm gonna keep going,"
and then you're like
-"Actually"
-[George] "Think I'm gonna quit."
You don't have to worry
about me, Dad. I'm okay.
I love what I do. I have friends.
I'm gonna have a good life,
just not with you.
[melancholy music playing]
And you're okay too, you know?
You're a good movie star, you know?
You make a lot of people happy.
But it is saying, "You're gonna be okay
'cause you got"
-Yeah.
-"the life you chose."
-"And you've done that really well."
-Yeah.
[Noah] He made a decision,
but he actually did excel at that.
[Noah] This is somebody who's
done something on an exceptional level
for, now, a long time in his life.
That's something that we celebrate
in our culture,
and he means a lot to a lot of people.
But to become that person,
he's had to make choices,
and for everything he did do,
there are things that he didn't do.
His relationship with his family.
About his friendships, his daughters.
Who could he be as a parent
while he was also chasing this dream?
And he starts to sort of face them
in a clearer way
than he has in a long time.
[melancholy music continues]
[woman 1] Hi.
[woman 2] Ciao, George.
-Unbelievable. Hi.
-Nice to meet you guys.
-Everybody doing okay?
-Hi. Ciao.
I'm over here shooting,
so I'll see you guys.
Ciao, guys.
-Is this your shop?
-Yes, sir.
-Beautiful.
-Thank you very much.
[applause and cheering]
-You'll sort of appear in this
-[Adam] Okay.
-[George] A feather?
-Maybe.
[Adam] It's a real feather in the cap.
[indistinct chatter]
[speaking Italian]
Music's kinda playing this whole time,
and I'm carrying on
over the music and shit?
You want them
a little more squeezed in together?
Ultimately, maybe.
Or we could just put more people in there.
Sure, sure.
[thumping electronic music
playing over speakers]
-This is, like, house music.
-Do something anyway.
-You want me to do this stuff?
-Yeah.
[man] It's amazing.
[both laughing]
We're the Pips.
Gladys left us.
We're just like this now all the time.
She'll be back. [laughs]
Yeah.
-[Noah] "You are a hero."
-[George] You're gonna do all that there?
Then you could be,
"Hold on. I want you to hear this."
-That could bring you over.
-Okay.
[man] Delta. Mark.
[dreamy electronic music playing]
Fuck me.
[Ron] There he is!
He's here.
Who am I?
Look at you. You're the American dream.
-You're the last of the old movie stars.
-I'm down here.
You're up there. You're down here.
You're in here. It's amazing.
-We've accomplished so much together.
-Everything you say makes it worse.
He's a movie star
who is coming sort of into the later years
in his career.
It's a horror film. [chuckles]
I'm dancing.
I gotta lift it there.
It's kinda
It's in a weird spot in your back.
-It'll be all right.
-Yeah.
-[man 1] You need another one of them.
-[man 2] Oh, oh, oh. Yeah, yeah.
Camera's gonna be that far out?
-[man] Are you okay now there, George?
-Yes.
[disco music playing]
[music stops]
[indistinct chatter]
-[George] Are you the doctor?
-Yes.
-Buongiorno. Piacere. George.
-Nice to meet you.
I know you. [chuckles]
And action.
[Jay] Dad?
[Emily] It's really about a guy
who happens to be a film star,
who's going through that feeling
where you look back and you think,
"Did I do it right?"
Doing okay there, Studly?
[Emily] The worry
and the regret and the guilt.
[speaking Italian]
[Emily] Did I value the right things?
There's a lot of bitter-sweetness.
Hey.
-I wanna go home now.
-Stay for my tribute.
-[dad] Where's my bag?
-[woman] It's in the taxi.
-[man 1] We test it.
-[man 2] Yeah, let's try.
-Yeah. They always have a thing on Yeah.
-That's what it looks like.
Oh, yeah, no.
Oh my God, I love it so much.
-You guys are so beautiful. Fantastic.
-Thank you very much.
[speaking Italian]
Okay, this is great for all that.
Here, look.
You have to come in on this side, I think.
[Noah] When it came to the tribute,
there was something about this idea
that what if you could watch your life
flash before your eyes?
[sentimental music playing]
-The lights will go down.
-Yeah.
-And the tribute starts.
-Right.
I was thinking, on this one,
on the first one, you could just watch it.
-Okay. Yeah.
-So you can see it.
[lively music playing]
[Noah] The scene
when Jay's watching the tribute reel,
it's a simple shot.
It's his face watching.
He's watching the reel.
And then, at a certain point,
we start to push in.
That is the first take
of George watching this reel
for the first time
and having that experience,
both as George and then also as Jay.
It was really emotional, for everybody.
[music ends]
[cheering]
Now we're gonna do it 75 more times.
[laughter]
[Adam] That was tremendous.
[Noah] I had the line for the ending.
It was something scribbled
a few years ago, and I thought,
"Well, that would be cool
to make a movie that could end this way
and resonate in the ways
that I feel like it does for me."
Can I go again?
I'd like another one.
[uplifting waltz music playing]
[music ends]
[man] All right. From the top.
[woman 1] What do I have to do?
I'm not gonna let this be a thing.
-[woman 2] Say a quick something, Jay.
-[man] I love you.
We meet Jay
at a turning point in his life.
It's during a sequence of events
that lead him on a journey.
He's contending with
the choices he's made in his life
and the priorities he's set for himself.
After the PA, Jay goes off camera.
[Noah] And these include
his relationships with his family
and his friendships.
"And that'll be that."
That'll be the last line of First Voice?
[woman] "We'll never know.
I'll turn off the lights"
-[both] "And that will be that."
-Yeah.
[indistinct chatter]
[man] Camera's coming in
at number one, please.
-Hey, how are you? Adam. Nice to meet you.
-I'm Hannah.
-Nice to meet you.
-Thank you so much.
-Just gonna chuck this on you.
-Let's do it. Throw it in there.
That timing Was that too late,
the time we just did in that rehearsal?
-I didn't see the timing.
-But it was perfect.
-Watch what I'm about to do.
-It's gonna be so good.
Mind blown.
We're gonna do it in one shot.
And Emily, who's over there
Anyway, we'll place everybody,
and we'll just start,
and it'll be slow
and feel like nothing for a long time,
and then, suddenly, hopefully,
feel like something.
[Adam Sandler] Can I just say one thing?
I've I've signed on.
I am gonna do the movie.
[all laughing]
-[woman] Yay!
-[man] Welcome aboard.
Now I'm not gonna do the movie.
[all laughing]
[Noah] Emily and I were working
together, and we would say, "I read this."
Or, "What about this quote?"
Okay, and then a little darker
on the thing.
-[man] On the light?
-That's good.
[Noah] Everything you read, you watch,
all seem to have some relevance
to what you're working on.
[man] And foreground smoke.
"It's a hell of a responsibility
to be yourself."
"It's much easier to be somebody else
or nobody at all."
[Noah] The Sylvia Plath quote
says something
that would inform the rest of the movie.
It was written on glass,
so when the smoke came up,
the smoke revealed what was on the glass,
so it looked like it was revealing it
out of thin air.
And then we would rack focus
to our first voice, who says
-[man 1] We're coming to the end.
-[man 2] Of what?
[man 1] The end of the movie.
The end of the shoot.
-[man 2] There's always the next one.
-[chatter]
[woman] I started getting dry eyeballs.
From nowhere.
Like there was grit or something
constantly in them. And there was
[Noah] We filmed
this whole sequence in one shot.
It was about nine pages in the script
from the Sylvia Plath quote
all the way through Jay's scene
at the lamppost.
-[woman] What do I need to do?
-[man] Say something, please, Jay.
-[Jay] I love you.
-[man] A little bit more, please.
[Noah] And after weeks of rehearsal,
we got it to just under five minutes.
-[man] Jay, you're the best.
-[Jay] There must be somebody better.
[woman 2] We're seeing
the whole wide world
This is the opening shot
of the whole movie.
The whole thing is choreographed.
There's a lot of action,
a lot of people crossing props and things,
so the timing
has to be absolutely perfect.
Now your anxiety's at a ten,
but of course you feel like quitting.
I felt like we were in some other era
when people worked together making films,
and I've never had that experience before.
Jay, I'm so sorry to interrupt,
but Hailey wants to see you
in the bloodier coat.
-Okay, let's just cut it here for now.
-[man] Let's hold it there now.
If we come in closer, and then here,
and then she comes in there.
-Then we kind of come back a bit.
-[man] Just keep moving.
Yeah, um, and then
I think we should just keep moving.
-And then it's all gonna line up.
-Yeah.
What you're gonna do is,
you're gonna exit frame here.
So when you walk here, you're
'Cause what you're doing
is bringing us to the tent.
Got it.
So when you do that,
you can then kind of make your way off.
-[man] You can walk around this.
-[Adam] Then I'll wait for my cue
-And then you wait, yeah.
-[Adam] Got it.
[Adam] You haven't told me any of this.
Either of you.
[both chuckle]
-Well, we're discovering.
-Yeah. I meant
-Capture that moment, please.
-It's as much about us rehearsing as you.
-We're all rehearsing.
-Yes, yes, I know, but still.
[both laugh]
-Should we try it again?
-[man] Yeah.
[man 2] We're coming to the end.
[man 3] The end of the movie.
[woman] I started getting dry eyeballs.
From nowhere.
Like there was grit or something
constantly in them.
And there was an oculist here.
-The one who does the lenses.
-[man 4] Hey, sorry. Skip needs to do
What we've made is
a perspective set out of 2D pieces.
[woman 2] We're seeing
the whole wide world
[Mark] It's quite disorientating
from the back.
So when you move around the set,
it comes into clarity for a split second.
[Adam] 'Cause I'm your dad
-[woman] Have you been using conditioner?
-[Jay] No, I haven't.
-[Adam] This is the worst part
-[man] Let me check your pant leg.
[woman 2] Hailey would like to see you
in the bloodier coat.
[man 2] Okay.
[woman 1] Did you have peppers or ravioli?
I should have had ravioli.
-[Jay] I just had my shake.
-[woman 3] Have you tried liver and whey?
-[woman 4] Find a place to hide, people.
-[Jay] Can we do it with the dog?
[man 3] Jay wants the dog.
Can we bring the dog?
[man 4] That dog makes more money than us.
[woman 4] Can we see a light drizzle?
That's a drizzle? It's more like a deluge.
[Noah] That whole section is quite good,
the one we spent the most time on
most recently, so
[all laughing]
[Noah] Each time, it gets faster,
which is a good sign.
We don't want it to feel rushed,
but I want you to keep your mind
on the rhythm.
The overlaps are great, so always
Don't wait for cues.
Just come right in when you feel it's time
for you to come in.
But as the shot continues
and we get closer to the movie's shot,
the movie within the movie shot,
there should be
a sort of sense of urgency,
even kind of like a layer of energy
that starts to shift,
which is the same urgency that you hear
in my voice right now speaking to you.
[all laughing]
[Mark] The idea on this set was
to sort of have an analogy of Jay's life,
so the set is made up out of pieces
that celebrate the whole life of a film,
which is the camera department,
the makeup department.
So in this, you see
a little bit of the craziness
that surrounds a movie star.
And it's not until you move
around the set,
the whole set comes into shape.
[Noah] It's a celebration
of filmmaking and creativity,
but it's also about identity.
It's a representation
of an internal struggle.
It's a ship in a bottle, really,
of what the whole movie
is going to be about.
[man] What are you thinking?
We got a couple good ones.
-[sighs] But if you're happy
-I'm very happy.
Okay.
-You have an idea, we should explore it.
-I thought I did, but
-You're happy?
-I'm ecstatic.
-But, of course, you can have one more.
-You feel good?
-I really do.
-Okay.
-I liked a couple of the early ones too.
-Cool.
-Are we good?
-[chuckles]
[sighs]
Good.
[woman] And that is a picture wrap
on Jay Kelly!
-[bell ringing]
-[cheering]
[woman] And a wrap on Eight Men From Now.
[crew cheering and clapping]
[lively string music playing]
Thank you so much. You've been great.
You've all been great. All right. Thanks.
-Four fifty-nine. All right! Okay.
-We beat five minutes.
[laughing]
Sleeping in the cop car like
[all laughing]
"Jay, you know how good you've just"
[woman] All right. [sighs]
Nice. Good day.
Really, really good day, darling.
[drill whirring]
[light classical piano music playing]
[piano music continues]
-Look at this.
-Yeah, it's great.
[Noah] Mark Tildesley's work
in this movie is so remarkable.
Jay's house, the inside of his house,
it's a set.
The interior of Jay's home
makes it feel
so perfectly like Los Angeles,
but it's actually built in the UK.
Not attention-seeking,
but all perfect sets
for the character and the place
and the story that Noah is telling.
[Noah] In so many cases, he was
marrying real locations with these sets,
'cause we had the exterior of Jay's house,
which was on location in Los Angeles.
[Mark] We ended up going
to Jack Nicholson's old ranch house.
The swimming pool in the back,
that will be at the real house.
This is now a mixture
of mid-century Neutra design
combined with Jack Nicholson's house.
[Noah] Here we go.
Now, look at this. Can you believe
this is a pretend house, not a real house?
[boy] Oh, no.
-Look at this.
-Yes.
-Isn't this amazing?
-[boy] Yeah.
-And is that, like, a forest?
-[Noah] Yeah.
[Mark] The staircase
and the layout of the house
is very much designed around
Noah's initial thoughts
of doing lots of shots
that are, like, one movement.
So, really, a choreography.
The circular staircase
was allowing this choreography
to be, maybe, more fluid.
-[man] He's not 25 anymore.
-[woman] He's not 55 anymore.
-[man] Okay, now the studio's calling.
-You done? Everybody done?
No one's in breech. Jay's doing the movie.
-[man] That's not what he's saying.
-[Adam] Now I'm here.
[boy] Oh, it's beautiful.
Are these real bricks?
[Noah] These are pretend stone.
[Vronique] We have different kinds
of photos and paintings
that are related to the character
and to his life.
Oh, it's the Richard Burton diaries.
I've been looking for those.
[laughs]
They were out of print.
I had the store try to order it. They said
it was out of print. Look at this.
Here it is.
Maybe we'll just borrow some of these.
[chuckles]
[indistinct chatter]
[Adam] Hey, Noah.
How are you?
Kick some ass, I heard.
Right? I kick some ass?
[playing a ballad]
Oh, back to Ireland
[laughing]
That was fun. Yeah!
[applause and cheering]
[man 1] Going to night.
-[man 2] Yeah, exactly.
-[man 1] Yeah?
That's two seconds at the moment.
-[man 2] Let's see it again.
-Yeah, going back. That's day.
-[man 2] Yeah.
-And going to night.
[man 3] Ooh.
[Noah] You could try, Laura, maybe, here
Noah has a great process
of letting actors take swings
and try things out.
And if you're sitting, maybe
[Adam] And then he trusts you're gonna
bring something that lifts that up.
Okay, so you'll start on
[dynamic orchestral music]
They're waiting for you.
Thank God.
-What happened yesterday?
-[Ron] Nothing.
[woman] What happened yesterday?
[Ron] Uh, nothing.
We went to Peter's memorial.
-You want me to keep going?
-No, uh
[laughter]
The sun is, like, 5.6 on the backdrop.
Take it down all the way.
Keep going. Yeah, yeah. There you go.
The interesting thing with
George is the stuff that he is bringing
that is not what you read on the page.
Um, in the rehearsal,
there was a twirl with Barbara.
So what if we did it
If you came from here
[Nina] And that tells volumes
about the character.
Do you think I do too many movies?
Barbara, do you think
I do too many movies?
-You do work a lot.
-Barbara tells me the truth.
-You think I do too many movies?
-I think you do the right amount.
-You think I do too many movies?
-[Barbara] You do work a lot.
See? Barbara tells me the truth.
You're drawn to them,
George Clooney and Adam Sandler,
not just because of the character
but because of feeling like you know them
and want to go on the journey with them,
wanting to know them better.
-Where are we going?
-Meg?
-France.
-[Jay] France.
France?
[Noah] And we'll cut. [laughs]
-[man] Cutting.
-[Noah] Okay.
-[bell rings]
-[chuckling]
[Noah] to come here to Adam.
[Adam] Hey, wait a minute.
I did it great in that last one.
That's why they gotta do it again.
That's why they decided
to put the camera on you while you say it.
-Yeah.
-[laughs] Yeah.
If you noticed, the others,
they just spun it up to the ceiling.
Yeah, you'd hear the film roll out.
[imitating film rolling out]
[man] Sounds good. All right, we'll reset.
-[Adam] That's a pain in the butt.
-[woman chuckles]
-[Adam] Every take.
-[woman] Hmm. Every take.
But very good. Perfectly folded.
Thank you.
I think this was a little more like that.
That's right.
[man] One, two, three.
[Noah] When we meet Jay,
he's in sort of his bubble world.
I mean, he's on a movie set.
He's in his home.
And then, slowly,
he gets sort of out into the world.
And then he's in Chez Jay,
which is, like, his first sort of venture.
He wants to reconnect
and go out with people.
And then, unfortunately,
he kinda gets bitten.
I was a glorified extra. I had one line.
If people knew
the things I know about Jay Kelly
I'mma be honest with you.
I can't stand you.
You kinda stole my life.
I didn't steal anything from you.
Really? You stole my job.
I got Peter to cast you.
I was a glorified extra.
-I had one line.
-I gotta go.
-If people knew the things
-I gotta get up early.
-I'll get the bill.
-I got it.
-That's why I hired you.
-Thanks, man. I appreciate that.
[indistinct chatter]
[man] There they are.
[Noah] Maybe, Adam, step out for a second.
-Jesus Christ.
-Yeah! Now!
-You can tell the truth.
-[Adam] It was the way he said it.
[George] He was never even in the shot,
let's face it. He just thinks he is.
[Noah] You're right. I'm sorry.
The tone was uncalled-for.
You can step out, Adam!
[indistinct chatter]
Yeah, I mean, if it's I mean,
it could be fun if you're moving, um
-[George] This way?
-Yeah. But we could also put you
If it's easier to keep you stationary,
we could just
We're on the road to Paris
We're going to Paris by plane
Sing it, Ronnie!
An adventure to the place where
-I don't know the words.
-[Jay] Come on, Ronnie.
[piano stops]
[both laughing]
[indistinct chatter]
[woman] All right.
Stand by, and rehearsing.
Three, two, one, action.
[gasps] I'm so excited.
[man] Just walk straight through.
Walk straight through. Keep going.
The private jet was tricky
because we've done it on a dolly
that had to be on the floor
in the private jet.
So we had to build
some narrow rails for the track.
So it was just very tricky
to get the shot the way we wanted to.
[Noah] The private plane they're
flying on is actually just attached
to a set that Mark Tildesley built
as a theater on Melrose Avenue
in 1989 or something.
Everything with this movie, we felt like,
"Let's do it like they used to do them,
in a hand-made way."
So you'll come
through the curtain anyway, uh
You'll be in acting class,
but you'll come in.
-[Adam] Okay.
-Yeah, on the top.
So Laura starts with her
You're showing Yeah.
-[Laura] Should I go ahead?
-Yeah.
[Noah] The sort of
old-married-couple bit of this
is slightly in contrast
with where you are in your journey
because you're playing piano,
and we have the bedroom,
so you have
that sort of trying to keep everybody
-Going. Up. Yeah.
-Going.
You still could begin to get up then, too,
and just, you know, uh
-Yeah...
-[Adam] Then I'm gonna stop him.
You know?
Yeah, or just even in the pace of it
if he's getting up.
So then it's more like, "Yes."
It's, like, as he's on his way.
Why do you have a black eye, puppy?
I'll tell you when we get to France.
[Ron] But it's nothing
I need to know now, right?
Are you running to something
or from something?
Yes.
[Noah] We really did
just put the sets together.
So all of these things
are actually physical.
There's no visual effects involved
in any of it.
[man] So, like, Bordeaux?
-We're near a town called Aix-en-Provence.
-Oh yeah.
The device that Noah has used,
it's almost like he goes
through these portals
where he goes through a door
and he's suddenly in a set.
So it's playing with layers of reality.
[Noah] But, yeah,
I think if you sort of come out
Um
-Stop and take a look for a second?
-And see, then you can drift over there.
[George] Yeah.
You'll all freeze in time back here
while we shoot the plane.
-Then at some point, he will walk out.
-[George] Go back to the plane.
-[man 1] Looks good.
-[man 2] Set.
[man 1] Set.
And action.
[Noah] It was fun to shoot
because we would be playing
an entire scene in the present,
and then we would follow back
and play the entire scene in the past.
And he's watching his younger self,
and it's all one shot.
Something that was kind of remarkable
in watching it
was sort of how
partly what George is doing,
and it's partly also how we see Jay Kelly,
and he's sort of playing it out for us,
this sort of human experience.
[young Jay] But your words are just
sweetness that disappears in your mouth...
[man] Okay, Jay, can you stop there?
What did you feel just then?
[young Jay] I felt conceited.
Successful.
A star.
[scoffs] Do you wanna be a star?
[young Jay] I mean yeah, sure.
I wanna see the hungover kid
who just got off the bus from Kentucky,
who's trying to impress
all the cute girls in the class.
Basically just be myself?
Do you know how hard it is to be yourself?
-[man 1] Bagel, you idiot!
-[George laughing] Wow.
Bagel?
Oh sheesh, he got some air that time.
[man 2] It's just because of the shoes!
-The shoes don't...
-[man 3] Oh my God, don't play in those.
-Be careful. That's a slipper coming.
-[man 3] You'll break your neck.
[George] Oh my God.
Yeah!
Using that Oh, I like it.
[gentle orchestral music playing]
-[Noah] Pretty good.
-[George] Yeah.
Uh
Yeah, if we could tighten the space
between "I'm so confused" and the "Daisy."
Yeah, I'm trying to.
Yeah. It's tricky. Okay. Yeah.
We went back through
all of their designs for their train
and used those to influence
the ones that we were going to do
for the interior of our train in London.
[Noah] We shot the interior
of the train on Shepperton on a stage.
We had to really figure that out.
The LED screens and the plates we shot.
We shot the real plates
for the real journey.
All of this stuff,
so much time went into it,
and Linus was so scientific and technical
about all of it.
The shoot of the movie was,
in some ways, the best of both worlds.
The pleasure of it being on a stage
is that it's controllable.
You all congregate at one place every day
and got all the amazing artistry
of the sets and the things.
It's easier, obviously, to hang lights,
and you've got room.
That train is based on a Gio Ponti train
that is a mid-century train,
and Mark Tildesley recreated it
so lovingly and so perfectly,
and it became another character
in the film.
[Noah] And so he kind of
If she's here and she doesn't see,
and then, at some point, she notices,
and then she's like, "That way."
-And then he
-[Linus] Yeah.
And then he could kind of just speed up.
And we do it leading and following, right?
Um [sighs]
Yeah, and we would do the following
We also might wanna do a POV.
Could be fun.
[stirring orchestral music playing]
[Meg] She's in the caf car.
[indistinct chatter]
[man] That'd be amazing.
[Linus] This should be safe.
This should need a light.
This has these lights.
Some lights there.
[Noah] We wanted the interior life
of the train to really be immersed in it
in a way that it was gonna be difficult
to shoot that on a real train.
From Ron's point of view,
after the kiss, he gets back on.
She disappears after the kiss.
He gets back on.
Yes, and then you see him
leaving her there.
We'll want a shot of Ron at the window.
I don't know if it's better to shoot it
from that platform or this platform.
-Okay, yeah, so...
-If you see the train pulling out...
So you might be on that. It's good.
Just say we need that, yeah. Perfect.
[Mark] The difference between filming
on a real train and one in the studio
is that in the studio,
you have the possibility of being able
to sort of put a camera crane
through the middle of the train.
We had to enhance it to make it work
for both the technical side of the film
and also visually, for some of the colors
we were looking at.
[Linus] Everyone's, like, standing up.
"Excuse me! Sorry," like in an airplane.
That tight.
Much tighter than the real train.
-More like an airplane.
-Okay.
-There's so many people here.
-I haven't been on a train in 20 years.
-Thirty, maybe.
-[Ron] A subway.
I can't tell you the last time
I was on a subway.
[whistles]
-Can't whistle. [blows air]
-[woman chuckles]
"May, were you just watching over there?"
And then you go, "Yeah."
-Yeah.
-"Yeah, that was me."
-Let's just do one more.
-One more, okay. One more.
-[man 2] Okay.
-[man 1] Very good, gang. Reset. One more.
[man 2] Are we
We're gonna swing the crane.
Mind your heads, gang. Swing the crane.
-Swing this back in.
-[woman] I took the hat off.
-Watch yourself.
-Off an extra.
-Gonna swing the crane over.
-Sorry.
[man] Okay, crane swinging once.
Shut it down.
Suitcase, I just played it
just on the other side, but tight to him.
Something that I particularly love
in this film
is that there is a rhythm and a style
while also being deeply rooted
in an authentic truth
in the way he wants the performances
and the communication overlapping.
-Oh, on this side.
-That side, we got you pretty good.
[Laura] I think he's created
an incredible balance
so that style never comes before truth.
We hold them all the way down,
and you can film them
coming down the whole way.
[indistinct chatter]
[Noah] How we were gonna do it
at the platform, when the train is moving,
how the day progresses,
how the light changes
Just making sure
that all of these things worked together.
It really allowed us to create
that kind of immersive experience
of being in the sort of capsule of this
'Cause it becomes its own world.
Guys, I am gonna see you all in Tuscany.
[cheering]
[rousing orchestral music playing]
[Noah] You could do, like,
"Jay Kelly. Jay Kelly. Jay Kelly."
"Jay Kelly. Jay Kelly."
It needs to be
longer than you expect.
-[Emily] But not so long it's boring.
-But not longer than you want. [laughs]
Do you wanna start the other ones?
Like the "Gary"
Like the sort of He's in the canon
of all these other ones.
-[Noah] When he gets
-When he gets
-[Noah] When he comes back up.
-When he comes back up, yeah.
"Gary Cooper." You know?
-Yeah. "Jay Kelly."
-[Emily] "Jay Kelly."
Jay Kelly.
Jay Kelly.
[Noah] This movie star
essentially has lost his name.
He's donated his name
to this other Jay Kelly,
who is the movie star,
but there was a kid in Kentucky growing up
named Jay Kelly.
So he's trying
to almost bring himself back.
-"Jay Kelly. Jay Kelly. Jay Kelly."
-[Emily] Yeah.
"Jay Kelly. Jay Kelly."
"Jay Kelly." Yeah.
[Noah] Of the memory transitions,
this was the most complex
but also the most fun to come up with.
I kinda feel like we wanna maybe be here
for a second with the real mirror.
[man] Yeah. All right.
[Noah] Essentially, there's a real mirror,
and when we first see Jay,
he's looking at his own reflection.
Then we cut to the side,
and we have pulled the mirror
out of the wall
and just put an empty frame.
No, you were gone.
You look better in the mirror, don't you?
[Noah] He goes down out of frame
to wash his face,
and that's when we see
Daisy and her friends running.
The camera then comes back around.
It's now looking in the mirror.
What has happened in that period
is that George has ducked
under the crane arm and gone around.
Now George is on the other side,
playing his own reflection.
And then he goes, "Jay Kelly, Jay Kelly,
Jay Kelly," here the whole time,
and then looks up in the corner,
you know, at the thing,
and then we go through there.
That would mean he does a lot of it
in the fake mirror.
He does the whole thing.
The only time we see this
is for about five seconds.
Ever. Because in the beginning,
we don't see it.
Camera moves around,
and just as it has moved around,
you can sneak it in here, hold it,
and then we pan back,
see it, and we push through.
Then you need to remove it again.
It needs to be like that.
[Noah] The reflection looks up
in the corner of the mirror
and turns around,
which we would think
is the back of the bathroom,
but because he's on
the other side of the mirror,
Mark Tildesley and his amazing team
have built this care center.
And we can now continue
through the mirror, past George,
to see Riley saying goodbye to her kids.
The school, they had a location
for it, and it was an office space.
And I was like, "Oh, Mark, do you think
the window here could work
like the window in the bathroom?"
So we figured out a way
to build this train platform
outside of the school, two stories up.
And then we boxed it in
and lit it from outside.
[indistinct chatter]
So yeah. So here,
the right-foot pivot, here.
-There she is.
-[Linus] And track, two, three.
And as you go past me, I go under here.
And we
Then she says a line, he says a line.
You don't maybe go that fast
'cause he'll need to
-[Linus] Yeah.
-[Noah] He reenters
[Noah] The shirt that he's wearing
has actually got Velcro under the buttons,
so he is off camera taking off the shirt,
and he has the cowboy shirt
for the memory underneath it.
-[man 1] Up a bit more.
-Up a bit more, please.
Whoa. Too much.
-[man 1] Way too much.
-[man 2] Down you go.
Whoa there. Bang on.
[Noah] It's all the same take
because these memories are coming
at times when we don't
necessarily expect them.
And there has to be
some physical, cinematic transformation.
-[Jay] Kelly.
-[train whistle blows]
[Daisy] Come on, quickly.
Hurry up. We're gonna miss it.
[woman] Daisy, I'm coming.
[Jay] Jay Kelly.
Jay Kelly. Gary Cooper.
Cary Grant.
-Jay Kelly.
-[train whistle blows]
Clark Gable.
Jay Kelly.
Robert De Niro.
[train pulling away]
Jay Kelly.
Jay Kelly.
[Linus] I love these effects.
I love these analog magic tricks.
And I love playing with
that kind of stuff in shots.
I can't believe you drove here
from LA by yourself.
[Jay] I wanted to see you in your life.
[gentle piano music playing]
And then I want another one,
and then you're gonna go
-[string waltz music playing over phone]
-Yeah, yeah, yeah.
[Adam] I can't believe
how fucking moving that's gonna be.
[waltz continues playing]
[Noah] And then the, um
You also have, um like
[gentle music playing]
[Noah] I wanted the score to have
all the pleasures
of what we get
from old-fashioned movie score.
But I wanted it to have melody
and beauty and emotion.
It's melodic and beautiful
and not afraid to make you cry.
[pianist] What's cool is,
because I'm playing it in this way,
I feel there's, like, a realness to it.
You know? Like, I'm not
We're not overly keen.
-Right.
-It's just like like this.
You know? I think you can
Hopefully, it comes across.
-I think it does.
-Piano's kinda
[Noah] I just had loved
Nick Britell's work,
and I reached out to him on a whim,
and we got together,
and we just started talking,
talking about what we loved
about music in general and movie scores.
And I sent him the draft,
and a few months after that,
I went up to his studio,
and he played me three themes,
and there was one he called "The Waltz,"
which is variations
on what you hear the most in the movie.
Cool. I'll do another.
[lively waltz playing]
The Jay Kelly theme
needed to feel personal and intimate.
Emotions are always complex.
And the thing I like about this idea
of some music has this happy-sad feeling
where it can change
depending on how you think about it.
Right, so, I think, with this one,
let's change the dynamic.
Let's actually make this
kind of like a very nice, strong forte.
And, I think, overall,
it can have a lot of energy.
I think it's sort of leaning toward
more sound, more kinda bite to it, um
Let's see how that sounds.
You don't have to
Don't be afraid of giving it a little bit.
This was the first film I recorded
the whole score to analog tape,
which is not something
that people really do anymore.
But there's a character
to the sound of the tape.
There's a sort of compression
that it does to the audio,
and I love that sound.
That felt really nice.
I like that energy in there, you know?
That felt like the best so far.
[music playing back over speakers]
[Nicholas] I like that better.
-That's a richer sound.
-Yeah, it's more gutty.
That feels bigger. Yeah. Yeah.
I think And then I'll mention the basses.
Have them be really tight, rhythmically.
Yeah, really tight, rhythmically.
Let's even say I'll say do it, like,
fortissimo with even more
Molto fortissimo.
It's like you want them
to almost be, like, in a rush to start.
Yeah, yeah. Right. Exactly.
Like, uh! Yeah, almost like a
-At the edge of the beat.
-Yeah. Push it.
-Let's try that. Let's see.
-Like they couldn't wait to jump in.
[Nicholas] You can't wait.
Exactly. You're really excited.
["The Waltz" playing]
-[man] So he just decided.
-["The Waltz" playing over phone]
[George] I love it.
-He's really good.
-[Noah] Yeah.
[Noah] The movie has a life to it
that is inviting and warm,
even though, at the same time,
it's acknowledging our humanity
in both its pros and its cons.
And his music underscores that
in some kind of beautiful way.
Don't be mad at Candy.
We'll find you a new hair person.
Too many people around me anyway.
You need some people, right?
Maybe an accountant.
-A lawyer. You need Alan.
-[Jay] Who else?
Publicity and a chef.
Well, me. You need me.
Yeah, Ron. I need you.
Okay. The vibe is great.
[lively music playing]
[Noah] The music has all
the influences that the movie itself has,
which is both, I think, rooted in
a certain American movie making
and also a European filmmaking.
And the score also has that too.
I'd say so much of the score
sort of belongs to the movie, in a way.
[Nicholas] The thing I love
about being a composer is
the art form of composing is you're taking
sound, and you're combining it
in ways to really explore
this huge, vast range of emotions.
'Cause, for me, that's what composing is.
It's the colors that a painter might use.
We're using sounds to generate
these very subtle gradations of emotion.
Um, at times, maybe not so subtle too.
But I think that this movie, in the score,
we allowed ourselves to really enjoy
having a sound that explores emotions
that, sometimes,
we don't feel as much today.
[Noah] He was part of the fabric
of the whole thing from the beginning.
Awesome. Felt great.
[Noah] You'll walk up ahead of him.
But then maybe you can then get off
-Go around camera once you're up ahead.
-So that I can
So then we still have a little track left.
[man] So Good. And roll.
[all] Rolling.
-[man 2] Quiet and still, please.
-[woman] Fifty-nine, take seven.
[Noah] Jay kind of has nowhere else to go.
He's lost in the landscape.
There's a lot of wide shots
of just him in that forest.
It's a bigger world than Jay Kelly.
It's not as controllable.
Maybe take one beat longer
before you take out your phone too.
[George] I've thought about that.
Think about how long it takes
to get a phone call to ring
and then somebody to pick it up.
[line ringing]
[woman] Hello.
Hey, Jess. It's Dad.
-Hi.
-Hey. Uh, is it a good time to talk?
What's up?
I read about your real-life heroics.
Maybe you could tighten up a little
once you get the tenor of her voice
He's coming to terms with the idea
that maybe he hasn't been
such a great friend or father.
He's just been really good
at being a movie star.
"That's a good question.
Well, I did make those movies."
I'm feeling bad
about the last time we were together.
Sorry about that.
I just couldn't take that guy.
-Are you still seeing him?
-Yes.
And it's like he's really trying
to do a thing. It's, like,
so late to be doing.
-Yeah.
-And So I think
-But it can't not affect you, obviously.
-Yeah.
Just be honest with me, Jay.
Stop rationalizing,
and stop trying to defend yourself.
Just stop.
[woman] I never know what take
I'm gonna feel the whole way through.
No, I know, and that's the thing.
And that's why
I can't tell you to feel, you know? Um
That's No, and I'm That's
That's what makes them special,
so I think just
-[woman] Okay.
-Yeah.
[woman] I'll try and
-Do your best to feel.
-[woman laughing] Okay.
[chuckles]
"What's the worst direction you've"
-Cut to you guest lecturing at some thing.
-[woman] Yeah.
"What's the worst direction you've ever"
-"Try to feel in this one."
-[woman] Feel in this one.
[Noah] So we're sort of like
-You wanna keep moving.
-[woman] Mm-hmm.
-And just get through this call.
-Yeah.
And he wants to slow it down
and stop it and
And try to get you
to really, like, just to come, and
can maybe help motivate, sort of,
like, even the stop.
You know, even the stop. If you end up
like you're not ready to stop.
-Yeah, okay.
-But he's You know, and then
-Mm-hmm.
-And then you're ready.
Then once you're like, "You're gonna be
okay. You're a great star,"
it's like, "I'm gonna keep going,"
and then you're like
-"Actually"
-[George] "Think I'm gonna quit."
You don't have to worry
about me, Dad. I'm okay.
I love what I do. I have friends.
I'm gonna have a good life,
just not with you.
[melancholy music playing]
And you're okay too, you know?
You're a good movie star, you know?
You make a lot of people happy.
But it is saying, "You're gonna be okay
'cause you got"
-Yeah.
-"the life you chose."
-"And you've done that really well."
-Yeah.
[Noah] He made a decision,
but he actually did excel at that.
[Noah] This is somebody who's
done something on an exceptional level
for, now, a long time in his life.
That's something that we celebrate
in our culture,
and he means a lot to a lot of people.
But to become that person,
he's had to make choices,
and for everything he did do,
there are things that he didn't do.
His relationship with his family.
About his friendships, his daughters.
Who could he be as a parent
while he was also chasing this dream?
And he starts to sort of face them
in a clearer way
than he has in a long time.
[melancholy music continues]
[woman 1] Hi.
[woman 2] Ciao, George.
-Unbelievable. Hi.
-Nice to meet you guys.
-Everybody doing okay?
-Hi. Ciao.
I'm over here shooting,
so I'll see you guys.
Ciao, guys.
-Is this your shop?
-Yes, sir.
-Beautiful.
-Thank you very much.
[applause and cheering]
-You'll sort of appear in this
-[Adam] Okay.
-[George] A feather?
-Maybe.
[Adam] It's a real feather in the cap.
[indistinct chatter]
[speaking Italian]
Music's kinda playing this whole time,
and I'm carrying on
over the music and shit?
You want them
a little more squeezed in together?
Ultimately, maybe.
Or we could just put more people in there.
Sure, sure.
[thumping electronic music
playing over speakers]
-This is, like, house music.
-Do something anyway.
-You want me to do this stuff?
-Yeah.
[man] It's amazing.
[both laughing]
We're the Pips.
Gladys left us.
We're just like this now all the time.
She'll be back. [laughs]
Yeah.
-[Noah] "You are a hero."
-[George] You're gonna do all that there?
Then you could be,
"Hold on. I want you to hear this."
-That could bring you over.
-Okay.
[man] Delta. Mark.
[dreamy electronic music playing]
Fuck me.
[Ron] There he is!
He's here.
Who am I?
Look at you. You're the American dream.
-You're the last of the old movie stars.
-I'm down here.
You're up there. You're down here.
You're in here. It's amazing.
-We've accomplished so much together.
-Everything you say makes it worse.
He's a movie star
who is coming sort of into the later years
in his career.
It's a horror film. [chuckles]
I'm dancing.
I gotta lift it there.
It's kinda
It's in a weird spot in your back.
-It'll be all right.
-Yeah.
-[man 1] You need another one of them.
-[man 2] Oh, oh, oh. Yeah, yeah.
Camera's gonna be that far out?
-[man] Are you okay now there, George?
-Yes.
[disco music playing]
[music stops]
[indistinct chatter]
-[George] Are you the doctor?
-Yes.
-Buongiorno. Piacere. George.
-Nice to meet you.
I know you. [chuckles]
And action.
[Jay] Dad?
[Emily] It's really about a guy
who happens to be a film star,
who's going through that feeling
where you look back and you think,
"Did I do it right?"
Doing okay there, Studly?
[Emily] The worry
and the regret and the guilt.
[speaking Italian]
[Emily] Did I value the right things?
There's a lot of bitter-sweetness.
Hey.
-I wanna go home now.
-Stay for my tribute.
-[dad] Where's my bag?
-[woman] It's in the taxi.
-[man 1] We test it.
-[man 2] Yeah, let's try.
-Yeah. They always have a thing on Yeah.
-That's what it looks like.
Oh, yeah, no.
Oh my God, I love it so much.
-You guys are so beautiful. Fantastic.
-Thank you very much.
[speaking Italian]
Okay, this is great for all that.
Here, look.
You have to come in on this side, I think.
[Noah] When it came to the tribute,
there was something about this idea
that what if you could watch your life
flash before your eyes?
[sentimental music playing]
-The lights will go down.
-Yeah.
-And the tribute starts.
-Right.
I was thinking, on this one,
on the first one, you could just watch it.
-Okay. Yeah.
-So you can see it.
[lively music playing]
[Noah] The scene
when Jay's watching the tribute reel,
it's a simple shot.
It's his face watching.
He's watching the reel.
And then, at a certain point,
we start to push in.
That is the first take
of George watching this reel
for the first time
and having that experience,
both as George and then also as Jay.
It was really emotional, for everybody.
[music ends]
[cheering]
Now we're gonna do it 75 more times.
[laughter]
[Adam] That was tremendous.
[Noah] I had the line for the ending.
It was something scribbled
a few years ago, and I thought,
"Well, that would be cool
to make a movie that could end this way
and resonate in the ways
that I feel like it does for me."
Can I go again?
I'd like another one.
[uplifting waltz music playing]
[music ends]