The role of Michelle was written with Gwyneth Paltrow in mind. James Gray actually credits Paltrow with inspiring him to write the script, as he met her at a party and she lamented that all his movies were too masculine, so he wrote this to prove her wrong.
This was to be Joaquin Phoenix's last movie before his retirement from acting, something which was later revealed to be a hoax.
Director James Gray revealed that Gwyneth Paltrow asked him to inspect her breasts before committing to nude scenes in the film. Gray said that Paltrow had asked him to come into her trailer where she would expose her breasts for approval after having two children. The director told The Sun: "Gwyneth told me 'I don't care about nudity, I'll give you everything you need. But I've had two children and I just don't think they look very good any more. Do me a favour, come into my trailer and I'll show them to you and if you think they look okay, I'll do it'." As for accepting the offer, Gray said: "So I marched in there and I told her they looked great."
Doug Wright, who plays the maitre d' at the restaurant, is the writer of Quills, which starred Joaquin Phoenix in 2000.
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