Gray was inspired to write the script, then titled The Nightingale, after watching Giacomo Puccini's opera Il Trittico with his wife. Gray also used his own family's history, the movie is also based on the experiences told to the director by his grandparents who were Russian immigrants who came through Ellis Island in 1923. He described it as "my most personal and autobiographical film to date". Gray wrote the role of Ewa Cybulska, similar to Puccini's sin-haunted nun Sister Angelica, with Marion Cotillard in mind. However, getting Cotillard on board wasn't as easy as he had hoped. Cotillard met with Gray during a dinner at a French fish restaurant where Gray and her boyfriend Guillaume Canet were talking about the script of Blood Ties (2013). Gray told he had never seen Cotillard in anything before, but was instantly drawn to her. Cotillard agreed to read the script. Gray sent the screenplay to Cotillard afterwards, but then had to wait seven days for an answer after she had promised to read the script over a weekend. Cotillard ultimately accepted the role. Because Gray wrote about 20 pages of dialogue in Polish, Cotillard had to learn Polish and speak English with a credible Polish accent. Cotillard had only two months to learn her Polish dialogue. Gray would go on to state that Cotillard is the best actor he's ever worked with. By late January 2012, Joaquin Phoenix, Jeremy Renner, and Angela Sarafyan were cast. At the same time, principal photography commenced, and wrapped in mid March. Filming took place in New York City, under the working title of Low Life. In June 2012, The Weinstein Company acquired U.S. distribution rights. Though the film was completed in time for 2012's Toronto Film Festival, Harvey Weinstein insisted on holding it until Cannes 2013, with the hope that he might convince Gray to change the ending. Gray didn't change the ending and the film was only released in the U.S..
The film stars Cotillard, Phoenix, Renner, and Sarafyan. The performances, given by the cast, were beautifully restrained. Thus Gray guided his strong cast to a resolution that was both surprising and entirely realistic.
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