Nicole Holofcener is a beacon of hope in the discouragingly formulaic world of rom-coms. The writer-director of the films Walking & Talking, Lovely & Amazing, Friends With Money and Please Give always strives for something more intelligent than what's expected of the genre and treats her audience with the same respect. Her female-centric films aren't chick flicks, but mature, adult stories that just happen to have women at their centre. The subject matter of her stories is distinct but never predictable. A trend-setter who makes good entertainment that's also good for you, each new Holofcener release is an event of sorts, even if the films themselves feel too modest to be described as such.

Enough Said was always going to feel that way, given that it features the last performance of the late, great James Gandolfni. Here, Holofcener talks about her memories of working with the bear-like star, why she continues to cast long-time muse Catherine Keener and how Mike Leigh inspired her to write a middle-aged romantic comedy.

Cine Outsider: It's called Enough Said, but the film says quite a bit actually. What was it you were trying to say?

Nicole Holofcener: This movie is not easy for me to instantly encapsulate. My kids are teenagers and every time they walk out their door they leave me a little bit and they're going to leave me and I guess I'm a little freaked out by that. It's all very personal even though none of it is true.

Explain the title.

This title was out of desperation, in the last minute I had to pick a title, as in, we're doing the titles right now at the lab, what's the name of this movie? The head of the studio gave me a list and all of them were horrible. I had to pick one and luckily came up with Enough Said out of the blue and we all kinda went "Ah... that doesn't suck, that's the name of the film." And the thing is, it does resonate, it does feel right, especially reflecting the end of the movie, which itself really feels like, okay, enough said.

What are the pitfalls of writing comedy?

I try not to be too gross. I go gross and have to be pulled in. There was one line in the movie where everyone's like "Ah, come on Nic, you can't say that!" To me it's not gross but I guess I have a bad barometer. Jim and Julia are lying in bed and as in the movie, he says, "I think my daughter really liked you" and Julia replies, "I can't bear how much I love my daughter, she could pee on my face and I wouldn't mind." And I thought, that's what a mum would say – that's what this mum would say. Julia wasn't into it, but Jim really liked it. There was another joke that Jim really liked that had to do with a vagina and vagina jokes are just too overused, at least in the US. Otherwise I love writing comedy it comes more easily to me than anything else.

Do you allow for improv?

I usually know if they're coming. It's when they make something up in rehearsal and I say, "I love that, do that." They both added so many funny lines.

All your other films are ensembles, was it difficult writing a two-hander?

I thought it would be harder than it was. I love writing ensembles. Everyone always has a friend or a mother or a shrink. I like including everybody but my producer said "You know your movies will be a lot more successful if you have a lead! Let's try it." He's done all my movies, so I trusted him and gave it a try. I also tried to do something a bit more commercial, without making a commercial movie, you know what I mean? Once I came up with the character of Eva and I got her job down and I could feel her personality, it wasn't hard to just stick with her life. Although she still has friends obviously.

Eva is a massage therapist. Do you get massages yourself?

No. I have a friend who's a masseuse and I just begged her to tell me about all of her disgusting clients. Not everyone's disgusting of course, but that wouldn't be as fun to watch.

How did Julia get involved, given that this is her first live action feature film since Woody Allen's Deconstructing Harry in 1998?

We had lunch. She had read the script and loved it and wanted to be in it in any part. I was really excited to meet her and once we sat down to eat we hit it off right away. She had everything. Warm and smart and her emotions are right there. I kinda fell in love. I knew I wanted her to play Eva. I thought she did too. I asked her what she thought about James Gandolfini and she was shocked. "I got the part? Yes, I love him" So that was easy.

Did you ever see your long-time muse Catherine Keener ever in the lead?

I felt like I wanted to change it up. She knew that. She didn't know if she was even going to be in the movie. She was fine with that. We're friends.

I can't imagine you ever doing a film without her.

I will. And she knows that. But here I thought it would be really fun for her to play such a glamorous, narcissistic woman. As opposed to the neurotic character based on me.

What is it about her in particular that you're drawn to?

At this point she knows me so well. She knows where all my bodies are buried and knows what's real in these scripts and what's not. She just has such a unique way of expressing herself. I think she's incredibly gorgeous. Mainly, I never get tired of looking at what she does. I could look at that face for hours, months. I choose a take, I think it's in the movie, then I think, "Well let's look at some other stuff – oh my god this take is so good!" That's what's so fun. She surprises me all the time, which is really important to me, especially in a lead.

Were you worried about the TV personas of your two leads detracting from the performances?

When I cast these two, I would say that's the only thing I was worried about. I felt completely confident that they'd do a brilliant job but will anyone ever get past Tony (Soprano) and Elaine (Benes), and is this just Tony dating Elaine? I didn't have a problem, but I worried about the audience, until I just thought, fuck it, what am I gonna do? I'm blessed to have two great actors, so whatever. If it flops because of that, it's out of my control.

What made you decide on James Gandolfini?

I'd met him years back for another role that I didn't think he was quite right for. I thought he was a great guy, really funny. Very shy and sweet and self-effacing and that's really Albert. He was perfect.

Was he self-conscious of playing the part?

Yes. Y'know it's funny, as Tony Soprano he paraded around with his belly, in his boxer shorts, constantly eating. But when he was correctly embodying Albert, he was shy and didn't want to parade around. He wasn't a peacock. So it was very much an actor – not him – being Tony Soprano. He felt Julia was so beautiful and he described himself as the buffalo that gets to kiss the bunny.

That should have been on the list of possible titles.

It's so true! I never thought of that. But that's what was so lovely about their pairing.

Nicole Holofcener on set with James Gandolfini and Julia Louis-Dreyfus

Do you have a favourite memory of him?

I don't have a favourite memory. Over a couple of months I remember the whole relationship. I have many memories of laughing and goofing around. His sincerity and how much he gave to the character and the part. How willing he was to be made fun of and be the buffoon, at least temporarily.

But he's not playing it too big is he? Just enough for Eva to see the seeds of doubt that Marianne has planted about him.

He was really subtle. The only time I had to correct him was when he wanted to pronounce "motzarella" in Italian with that flourish. "Mozza-REL-la."

Did he talk to you a lot about the part or just got on with it?

He had a lot of questions. More than Julia. "Why would I say this? Can you explain this to me, are you sure you want me to do that here?" He was more challenging. I could throw something at Julia much easier and she's like, "Okay whatever. Let's try it." If I suddenly asked Jim to play it more obnoxious, he'd need me to tell him why. He needed a little more encouragement.

You mentioned Catherine's ability to surprise you, how did James surprise you?

Like any good actor, he was always very embarrassed doing it. I know I could never be an actor 'cause I'd be overly embarrassed. It'd be so embarrassing, I'd never want to do it again. Which always surprises me that actors can feel so embarrassed and look like they just want to kill themselves. In spite of that, he kept giving and I find that so moving. Every take was different because he's really feeling that and not faking it.

Are you embarrassed about getting personal with your writing?

Yes, because that's what moves me to write in the first place. I feel embarrassed – but not too much! When I first sat down with Jim and Julia to read through the script I just started telling them what was really real and what was really personal to me and what demons I was trying to battle in the script. I started tearing up and was worried I'd freaked them out. I asked Julia later – I never got to ask Jim – "How was that for you, did you think I was a weirdo?" She said that my willingness to be so open had the opposite effect.

Holofcener (second from left) at the film’s premiere at
the Toronto International Film Festival with her cast

Are you thinking about directorial choices when you write?

I'm kind of already directing in my head 'cause I'm assuming that I will get to direct it. Fox Searchlight read a first draft and said, "Y'know, you can take them outta the house. You have a little more money this time. Put them in a public space!" Please Give was three million, this was eight. I had to be coaxed into going a little bigger, which to me is weird too 'cause the scenes work small, you don't need to be outside, but in terms of how the movie's going to look, I had fun doing that.

Would you ever let anyone else direct one of your scripts?

I think they're too personal to let go, but if Mike Leigh came to my door, that'd be such an honour. I'd be so curious to see what that looked like. If I didn't like one of my scripts I'd let somebody else direct it!

What themes that you keep coming back to do you find most interesting?

I try not to be to repetitive and make the same movie over and over, but I don't think I'm done with therapists and their relationship with their clients. I'm not done with people's issues about money.

Do you ever feel at a disadvantage as a woman in the film industry?

I don't personally. Well, that's not true. I do feel that I'm probably not offered a lot of things that men get offered 'cause they think I'm just gonna make a chick-flick, or that I would only be interested in doing that kind of thing. But I do feel that I'm one of the lucky ones. I really don't have amything to complain about as I get to make my movies, but it's still a very sexist business.

I love that age is not an issue in this film.

Obviously it's unusal to see a romance between people over the age of forty. Watching Mike Leigh's movies really inspired me to make films about real faces and real people. All ages are beautiful. He can get away with it and nobody bats an eye, and I want to do that. Generally I write from such a personal place, and now I'm middle-aged. Sexy or not, that's where I am, so inevitably that's where my characters are going to be.

Enough Said is is reviewed by Catherine Stebbins here.