"I went to Paris to talk to her about the film and spent about a week with her," Dorff remembers. "She was, I'm sure, observing me, but it wasn't like an audition. It was more just talking, hanging, seeing each other."

Little on Dorff's résumé had prepared him for a film like Somewhere, which has him onscreen in every scene, often saying virtually nothing. "You know, dressing to play a woman, [like] in I Shot Andy Warhol, it's a piece of cake for me. I look in the mirror, I look like a girl, I just find a voice, walk around in some heels and do it. I find that kind of acting the easiest. I found this the hardest, because I have nothing but myself. I'm so raw and so open, there's no cheat, there's no tricks, there's no...there's nothing, you know?"

It's one of the puzzling paradoxes of Coppola's career: A woman who began her working life being eviscerated for her acting has turned into a supremely confident director of actors, coaxing naturalistic, extraordinarily nuanced performances out of stars (Kirsten Dunst, Scarlett Johansson, even Bill Murray) who have not necessarily shown such chops in other circumstances.

She studied with an acting coach before directing Virgin Suicides, and her famously threadbare screenplays leave room for spontaneity and improvisation in performance, as well as visual storytelling. As Dorff explains it, "In the script it'll be, 'Scene 36: Johnny plays Guitar Hero with Cleo while Sammy's on the couch on a sunny day. Sun's blasting through the windows of the Chateau.' You know, it would be two sentences, but now in the movie that's probably seven minutes."

"It's true that she is a person of fewer words than other people," says Roman Coppola, Sofia's older brother, producer of Somewhere and frequent second-unit director. "She works in more of a shorthand."

On Somewhere, one of Sofia's key methods for expressing that shorthand was by citing and showing to her collaborators movies that contain elements of Somewhere's DNA. She wanted to make a portrait of L.A. today that would serve as a time capsule for future generations, the way American Gigolo and Shampoo do for their respective moments in time. Peter Bogdanovich's Paper Moon, she says, helped define the nontraditional relationship between Johnny and Cleo. Toby Dammit, Federico Fellini's segment of the omnibus film Spirits of the Dead, spoke to Johnny's depression and desperation in the heightened atmosphere of celebrity.

And as for Somewhere's patient, often wordless, observational style? Thank Harris Savides, the great cinematographer who shot the movie (as well as Last Days, Zodiac and this year's other epic L.A.-angst movie, Greenberg). He turned Coppola on to Chantal Akerman's 1975 avant-garde/feminist masterpiece Jeanne Dielman, 23 Quai du Commerce, 1080 Bruxelles.

"This woman alone in her apartment, these very long takes of her doing mundane things," Coppola marvels. "Just her washing the dishes. It should be boring to watch someone washing their dishes for 10 minutes or whatever, but there's something really fascinating about that. So I talked to Stephen about that, the challenge of just having to be alone and be believable, and be real."

"Like two and a half hours of literally a woman in her kitchen cooking breakfast, eating, going to sleep, waking up and doing the same exact thing, in real time," says Dorff of Akerman's experimental tragedy, starring Delphine Seyrig as a stay-at-home mom-turned-prostitute. "I was kind of scared at first when I watched that, 'cause, like, it was driving me crazy, but at the same time I found it incredibly interesting."

For Sofia, Somewhere's stylistic spareness "was definitely a reaction to Marie. That movie was so decorative and girly and frilly that after that, the idea of [going] really minimal was appealing." In every conceivable way, Somewhere represents a scaling back. Costuming was essentially a subplot in Marie Antoinette. In Somewhere, Dorff has exactly three looks: a tuxedo in one scene, a post-shower towel in a couple of them, and a T-shirt and jeans through the rest of the film. And while the Chateau may be exclusive, it's hardly Versailles—Somewhere's production design aimed to present it with as little gloss as possible.

"When you make a movie, the attitude generally is just bring everything—every light, every stand, every tool, every lens—because that's just kind of the culture of movies," Roman Coppola says. "The vibe of Sofia's movie was one of being really intimate, and so we didn't want all that stuff, all the extra people and all the extra tools. If a guy had to ash his cigarette, he would just use the ashtray that was there, and if not he would just use the glass from the kitchen cupboard, and if not he'd just ash out the window. That was the attitude: naturalistic, authentic to that place."

But the biggest point of departure may be Somewhere's soundtrack. Marie Antoinette essentially plays out as a series of music videos set to period-imperfect source cues from Adam Ant and The Strokes. That sensibility—MTV-influenced, but personal—has long been a Sofia Coppola trademark, dating back to the montages set to Heart singles in Virgin Suicides. Somewhere is short on both music and montage. It's the first Sofia Coppola film that prizes natural sound over an artfully chosen, hipster-baiting soundtrack.

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