“Jeannie is Rosie’s secretary, she’s a bitch. I enjoy being naughty, it’s great to be the bad girl. Jeannie’s on the make and she’s after whatever she can get. She wants Rosie’s job. She’s very ambitious and wants to be like her, look like her and so she attempts to do that and fails at every turn. We’ve made her the high street version of Michelle Pfeiffer, so it’s been enormous fun wearing crap versions of her clothes.”

After Clueless became an international hit – spawning a flurry of copycats and launching the cash-rich, grey-matter-poor Valley Girl on an unsuspecting world – writer-director Amy Heckerling sat down and wrote I Could Never Be Your Woman. The story of Rosie, a single mom and T.V. producer who falls in love with a young actor on her show, was inspired by events close to home. Heckerling drew on her own experiences as the single mother of a very singular girl; dating on the wrong side of thirty in LA; and working in cut-throat American T.V. The finished script, a delightful romantic comedy with brains and a healthy sense of cynicism, then burned in Hollywood development hell for six years.
“Here’s the deal,” explains Heckerling, who is stoical about the film’s troubled start. “Young people still believe in the magic of products. As you grow older you realise that a different face-cream is not going to solve your life. That’s why anyone who is selling anything targets a young audience; they think that the kids will believe their garbage. The studio honchos got it into their heads that the movie would only appeal to older women, and older women are box-office ‘Whatever’ because they’re not brainless. That’s showbiz.” And there the I Could Never Be Your Woman story would have begun and ended if one of Hollywood’s most impressive stars had not had her way. The studio honchos hadn’t counted on Michelle Pfeiffer. Pfeiffer read a copy of the script, fell in love with it and told her agents to find a producer as soon as the film’s rights came free. Heckerling does not pull her punches about her leading lady: “Michelle is the reason the movie got made. She just really, really believed in it and kept fighting to make it. I owe her everything.”
Producer Philippe Martinez takes up the story: “An agent at Creative Artists Agency called me one day and he said, ‘Philippe I know you’re looking for a big movie to produce and here is a wonderful movie that Michelle Pfeiffer wants to do’, so I read the script in two hours which is very rare for me and I loved it and called him and said, ‘Let’s meet the director’. It was one of the funniest things we’d read and incredibly powerful and pertinent. Ironically of
course one of the reasons Michelle was such a champion of the project is that there really are so few great roles for older women.”

MOTHER NATURE “You can jog and peel and nip and tuck, but your insides are still rotting away…” One of I Could Never Be Your Woman’s key themes is the fear of growing old that pervades Western society, and particularly Hollywood. Heckerling has first-hand experience of a culture where it’s considered bizarre if men and women of the same age have sex. Heaven forbid that an older woman date a younger man…“I was trying to deal with the fact that a 70-year-old guy can be in a relationship with a 40-year-old woman and want a pat on the back for not going too young!” Heckerling laughs. “There are factors in sexual relationships that we don’t understand. You go to a nightclub and see young beautiful girls attracted to rich sleazy older
men and nothing like that going the other way. Why? Because this is the animal kingdom. Power translates to money and fruitfulness to big fake breasts. The females that look like they are ready to give birth mate with the males that look like they are capable of killing the other males. That’s how things go and you can’t get mad about it.” This conflict is personified in the film in the character of Mother Nature. “You want things to go one way but you know that the natural order of things is another. And you just keep fighting with yourself,” explains Heckerling. “I guess I did a similar thing in Look Who’s Talking because I had a baby who represented the non-neurotic precivilised version of the mother’s thoughts.”
IZZIE Hey Ma, How do you know when it’s true love?
ROSIE Usually you make the music louder and… sometimes they look up in slow motion.
IZZIE No, not on TV. In real life.

While Rosie’s love affair with Adam provides I Could Never Be Your Woman with romance, in many ways the heart of the story is the relationship between Rosie and Izzie, her daughter. There is nothing sentimental, nothing mawkish about this hugely funny double-act. And that is in large part because Izzie is based on Molly, Heckerling’s own daughter, now a grown-up studying film in New York City.
ROSIE Iz, why is there a Ken doll in the heat vent?
IZZIE Remember when he had Alzheimer’s and he wandered off? Ma, I’m starting to not care so much about Barbies.
ROSIE But she’s finally getting her life together. She’s got a jeep, a horse and a schoolroom.
IZZIE Yeah but it’s make-believe. It’s not satisfying.
ROSIE Who are you?
“I would love to say, ‘Oh ain’t I smart to write this stuff?’” confesses Heckerling, “but I was blessed with this kid that was so funny. Over the years I just wrote down things she said. It sounds crazy, but it was so much more fun to play Barbies with her than anything else in the world.” Obviously Heckerling’s experiences as a mother inform both the Rosie and Izzie characters, and the situations they encounter. Heckerling elaborates: “One of the difficult things about having a kid is you see them go through these heartbreaking things – if they like a boy who doesn’t know they exist, or if other girls are mean to them at school – and there’s nothing you can do about it.”
Heckerling has also borrowed from her own life for the story between Adam and Rosie, although in this case, a little more imagination was required! Their love story is a romantic-comedyidentikit version of various Heckerling run-ins with the opposite sex. She continues: “Romantic comedy is obviously about people finding love, because then you get your vicarious thrills. I’ve had various and sundry boyfriends: some idiots and some that were funny. If you’re in the business of making romantic comedies you pull different ideas out of situations that may have been pretty crummy in reality. It’s a lot of fun to turn that into a positive!”

ROSIE Remember when we had that talk about you being 29? I keep thinking about how young that is.
ADAM I’m planning on getting older.
Heckerling has not restricted her wicked wit to the vagaries of older woman-younger man relationships. She also lifts the lid on the fascinating world in which the love affair between Rosie and Adam unfolds, namely the T.V. industry in Los Angeles. The satirical treatment of behind-camera machinations on a failing show are not so very far from the truth of what happens. Paul Rudd agrees: “L.A. has a weird set of standards - age being one of them. I know that execs are always looking for younger writers because they think they are more in tune with what’s hip and what’s going on. For women it’s even harder. It’s pretty sad and short-sighted: there’s such a double standard because if you look at most movies, the age difference between Michelle Pfeiffer and I is smaller. It’s just that men are the older ones.”
British actress Sarah Alexander, who plays Rosie’s assistant Jeannie, elaborates: “It is fantastically cut-throat over there. They invest a lot more money in television shows than we do in Britain. So there’s more at stake and there’s a lot more pressure. The way the show is axed just wouldn’t happen like that at the BBC, it would be a cup of tea, a biscuit and ‘I’m terribly sorry…’”
The end result is a witty, heartfelt movie defined at every moment by Heckerling’s distinct brand of healthy cynicism. Themes that in less clever hands could be schmaltzy or embittered are sewn together here in an edgy, honest and lovable film. No less than you would expect from the writer-director of Clueless, Look Who’s Talking and Fast Times At Ridgemont High…

In such a performance-led piece, perfecting casting chemistry in the lead roles was crucial. Michelle Pfeiffer brings impeccable comic timing and an effortless naturalism to Rosie. “She is the most incredible actress,” enthuses Heckerling. “Her ability to get her emotions right there on the surface – they almost burst out at you. She’s also funny, which I don’t think we’ve seen enough in movies, because she’s so beautiful she doesn’t often get cast as that.” Adam Perl, the young actor who steals Rosie’s heart, had to be a goofy heartthrob capable of enchanting Michelle Pfeiffer. Their love affair had to be totally credible. He also had to have enough charisma to win over her on-screen daughter. No small order, there. Paul Rudd (Anchor Man, 40 Year-Old Virgin), who collaborated with Heckerling ten years ago on Clueless, was in the frame to play Adam from the start. “When I first worked with Paul he’d done nothing,” explains the writer-director. “I took a chance on him and I’ve been in love with him ever since. I think he just gets funnier and funnier. I always try and see everything he’s done. His range is amazing. On the one hand, he’s keeping up with everybody and being hilarious in the 40 Year-Old Virgin. Then he’s on Broadway doing Shakespeare. He should be a huge star. I think now is his time. The chemistry between him and Michelle is great: he needles her and she giggles like a teenage girl.”
For his part, Rudd had a blast making the movie. “Well, working with Michelle was amazing,” he laughs. “I mean come on! Let’s get real! Let’s see, who are the men she’s played opposite? Jack Nicholson… Al Pacino… Sean Penn… and Me. I’m never gonna get used to it! And Amy is brilliant at making me feel funnier than I am!”
The third vital piece of casting was Rosie’s daughter Izzie, a Beverly Hills kid who doesn’t quite fit in. For the film’s satirical tone and Heckerling’s voice to be heard, they needed a child actor who would be completely removed from the run-of-the-mill spoiled Hollywood brat. The team fell in love with Irish pre-teen Saoirse Ronan very early on but were convinced for a while that they needed to ‘go American’. “Saoirse is adorable,” says Heckerling. “In the
audition she did American for us and she said, ‘Do you want to hear Australian? Do you want to hear New Zealand? Cockney? Scottish? It’s scary, her ear is amazing.”
For the part of Mother Nature, Rosie’s conscience, Heckerling cast her first choice, comedy genius Tracey Ullman. “Tracey’s such a trip,” says the writer/director. “She’s so funny.” Adds producer Cerise Hallam-Larkin: “At first we thought maybe she could use her English accent, but when we heard her Bronxy telling-off voice it made complete sense for the character to be East Coast!” Ullman was delighted to be on board: “I love this movie
because it’s about women aging, which is something we really need to talk about, especially in America. We have to age with dignity girls. There are women who can’t move their faces any more and you think, ‘What are you doing?”. So for a film to address this issue in a comical way is fantastic. And it’s much needed at this time!”
Heckerling likes working with friends. She wrote the part of Brianna Minx, the neurotic lead actress of Rosie’s show You Go Girl, for Clueless star Stacey Dash. “The character is in her mid-30s and doesn’t understand why teenage actresses are getting further ahead because she was a teenager first and it’s not fair,” says Heckerling.
“Brianna has that unbelievable sense of entitlement and Stacey is so funny doing that.” Dash recognises the world of the film from first-hand experience: “I’d say this is very close to the reality of Hollywood as far as women are concerned. We’re expected to stay young, stay thin, stay beautiful and the truth is you can’t hold back the clock. I think the women that you end up ultimately looking up to, loving and aspiring to be, are the women who don’t fall into that trap.”“Working with Michelle Pfeiffer was amazing,” she continues. “I was staring at her all the time and had to say, ‘Stacey, stop looking at her’. I’ve worked with Paul Rudd before. He’s like my brother and we have to kiss in one scene which was so strange, it was like incest!” Another key role is Jeannie, Rosie’s secretary and trashy alter ego. British comedy actress Sarah Alexander (Smack The Dead Pony, Coupling) makes her movie debut in the role. Heckerling explains: “We wanted Jeannie to be in the same vein as Rosie and yet a cheaper, meaner version. I don’t know if anybody but me and the costume people will get it, but if Rosie’s wearing something, a few scenes later Jeannie’s wearing a very cheap version of it. Sarah was perfect in the audition.”
Says Alexander: “Amy knows her comedy, she knows what she wants from each character and she allows you to play as well which is really important. It’s a brilliant comedy script with brilliant comedy characters. And we are all going to fall madly in love with Paul Rudd!” Heckerling is a huge fan of British comedy and was thrilled to use so many British actors for the film’s supporting cast. “Even in the very small roles we have the cream of British talent,” says Hallam- Larkin. “From Mackenzie Crook from The Office and Pirates of the Caribbean to Peep Show’s David Mitchell who is going to be an
incredible force in the world of comedy. Plus we had great people like Graham Norton in cameos.”
Some aspects of casting I Could Never Be Your Woman were tricky, however. “To find British actors who can do a convincing American accent without losing any of their humour was hard,” admits Hallam-Larkin. “I hope David Mitchell will forgive me for saying that the only reason he’s playing English in the film is because he couldn’t get an American accent! We loved him so much that we had to have him anyway!”

The story of this multi-award winning, former Miss Orange County’s journey to movie superstardom is Hollywood folklore. Pfeiffer worked in a supermarket before moving to Hollywood to pursue acting. Some of her first professional work included parts on the television shows Delta House and Fantasy Island. She first came to public attention opposite Maxwell Caulfield in Grease 2 for which she was nominated for the Best Young Motion Picture Actress Award. However, she became a veritable screen idol as the hauntingly beautiful wife of Al Pacino in Brian De Palma’s classic Scarface. The rest is history, with Pfeiffer going on to become one of the most respected and bankable actresses in the industry. She has received three Academy Award nominations: two as Best Actress for her Dallas housewife role in Love Field and for her breath-taking performance in The Fabulous Baker Boys (for which she also won a Golden Globe). Her third Academy Award nomination was for supporting actress after her unforgettable part in Dangerous Liaisons. Pfeiffer has also been nominated at the Golden Globes for her performances in The Age of Innocence, Love Field, Frankie and Johnny (reuniting her with Pacino once again), The Russia House and Married to the Mob. She has worked alongside leading men such as Bruce Willis, George Clooney, Sean Penn, Robert Redford and Sean Connery, starring opposite Jack Nicholson twice in The Witches of Eastwick and Wolf. Her numerous screen credits include The Story of Us, A Midsummer Night’s Dream, One Fine Day, Up Close and Personal, Dangerous Minds, Catwoman in Batman Returns, Tequila Sunrise, Sweet Liberty and Ladyhawke to name but a few.

Paul Rudd continues to surprise audiences with his widely diverse performances on stage, screen, and television. Rudd recently wrapped production on his third collaboration with Judd Apatow in the feature "Knocked Up" opposite Seth Rogan and Katherine Heigl. Rudd plays Heigl's hen-pecked brother-in-law Pete in the upcoming comedy about a one-night stand with unexpected consequences. Universal will release the film on August 17, 2007.
Additionally, Rudd completed shooting David Wain's "The Ten," a comedy spoofing the Ten Commandments featuring an ensemble cast including Winona Ryder, Amanda Peet, Jessica Alba, Justin Theroux, Ken Marino, Liev Schrieber, Famke Janssen, and Adam Brody. Rudd plays Jeff, the narrator of the film who presents every commandment as we see him commit adultery on his wife Gretchen (Famke Janssen) with the young and beautiful Liz (Jessica Alba). Rudd also served as producer on the film. Rudd is currently in production on "How I Met My Boyfriend's Dead Fiance" opposite Eva Longoria and Lake Bell. The film centers on a female psychic (Bell) who falls in love with a skeptic (Rudd) while the ghost of his dead fiance (Longoria) tries to keep them apart.
Rudd's other film credits include "The 40 Year Old Virgin,""Anchorman," “The Cider House Rules,” “The Object of My Affection,”“Wet Hot American Summer,” “The Chateau,” “Clueless,” “William Shakespeare's Romeo + Juliet," among others. On stage, Rudd starred in Richard Greenberg's "Three Days of Rain" opposite Julia Roberts and Bradley Cooper. He also starred in Neil Labute's "Bash" in both New York and Los Angeles as well as
Labute's "The Shape of Things" in London and New York. After successful runs on both the London and New York stage, LaBute brought "The Shape of Things" to the big screen. Rudd made his West End debut in the London production of Robin Phillips' "Long Days Journey Into Night" opposite Jessica Lange. Other stage credits include Nicholas Hynter's "Twelfth Night" at Lincoln Center Theater with a special performance which aired on PBS' "Great Performances" and in Alfred Uhry's Tony Award winning play, "The Last Night of Ballyhoo." On television, Rudd guest starred on NBC's "Friends" as Phoebe's (Lisa Kudrow) husband Mike Hannigan for the final two seasons and starred as Nick Carraway in A&E's production of "The Great Gatsby."

Tracey Ullman first came to the attention of American audiences in 1985 starring opposite Meryl Streep in Fred Schepisi’s drama “Plenty,” for which she received a BAFTA nomination. In 1987, Ullman and James L. Brooks created the ground-breaking comedy/variety series “The Tracey Ullman Show,” which ran for three years on the Fox network and spawned “The Simpsons.” She returned to series television in 1997 with the HBO series “Tracey Takes On…” Ullman has also done four specials for HBO: “Tracey Ullman: A Class Act,” “Tracey Ullman Takes On New York,” “Tracey Ullman in the Trailer Tales,” and the 2005 “Tracey Ullman: Live & Exposed.” Both series, the specials and her network guest appearances on “Ally McBeal” and “Love & War,” have garnered a multitude of Emmy nominations and Ullman has won seven Emmys and a Golden Globe Award. She recently co-starred with Carol Burnett in ABC’s musical remake “Once Upon A Mattress”.
In her feature film career Ullman has worked with some of the industry’s top directors including John Waters (“A Dirty Shame”), Woody Allen ( “Bullets Over Broadway” and “Small Time Crooks”), Lawrence Kasdan (“I Love You to Death”) Robert Altman (“Pret-a-Porter”), Nancy Savoca (“Household Saints”), James Brooks (“I’ll Do Anything”) and Mel Brooks (“Men In Tights”). The versatile Ullman has also had a successful recording career, with the British Certified Gold Album “You Broke My Heart in Seventeen Places,” five hit UK singles and the U.S. Billboard TopTen hit “They Don’t Know About Us.” Paul McCartney, with whom Ullman had worked in the film “Give My Regards to Broad Street,” appeared with her in the video of the song. She has also appeared on the New York stage with Morgan Freeman in “Taming of the Shrew” for The New York Shakespeare Festival and starred on Broadway in “The Big Love,” a one-woman show by playwright Jay Presson Allen.
Ullman was born in England to a Polish emigre father and British mother. At age 12, she received a scholarship to stage school and at 16 made her first professional appearance dancing in “Gigi” in Berlin. Back in England, she joined the popular “Second Generation” dance troupe and appeared on numerous television variety programs, which then led to a succession of roles in West End musicals. Her break came in the play “Four in a Million” at London’s Royal Court Theatre, winning the London Theatre Critics Award for Most Promising New Actress. Ullman next appeared in two successful BBC television comedy series, “Three of a Kind” and “Kick Up the Eighties,” for which she received a BAFTA TV Award.

For the last twenty years, Jon Lovitz has been one of the best known comedians in the universe… well, according to his cats. For the first ten years of his career, he did plays in high school, earned a B.A. in Drama at the University of California, Irvine and studied acting with Tony Barr at the Film Actors Workshop. After an unfruitful year in New York, he returned to Los Angeles and at the advice of Tony Barr, he began concentrating solely on comedy. He began taking classes at the famous improv and comedy group, “The Groundlings” in 1982. A year later, after being accepted into “The Sunday Company”, Jon got his first job as an actor for two weeks on the television show “The Paper Chase: the Second Year”. Thinking he was on his way, he promptly quit his job at the clothing store… and became a messenger. The next three years – nothing!!! Then, in September of 1984, he was accepted into the main company at the Groundlings. On March 28, 1985 the Groundlings appeared on “The Tonight Show with Johnny Carson”. It was here Jon premiered his character “Tommy Flanagan of Pathological Liars Anonymous”. This kicked off a series of events, including getting an agent, a movie (“Last Resort”) and a series (“Foley Square”) on the same day, a voice over for a cartoon (“The Brave Little Toaster”) and the big break of his career (with the recommendations of Larraine Newman and Charles Grodin) “Saturday Night Live”… all this by September of 1985. He has not stopped working since. He was nominated for an Emmy his first two years on Saturday Night Live. He became known for many characters, including “Tommy Flanagan of Patholigical Liars Anonymous” (“Yeah, that’s the ticket!”), “Master Thespian”, “Hannukah Harry” and “the Devil”. He has appeared in over thirty movies, including “Big”, “A League of their Own”, “The Wedding Singer”, “High School High”, “Small Time Crooks” and “Rat Race”. He has worked with some of the best comedy directors, including Penny Marshall, Rob Reiner, Jerry Zucker and the man who influenced Jon to be a comedian in the first place(when Jon was 13), Woody Allen. He has also worked with such filmmakers as Todd Solonz (in “Happiness”) and Richard Kelly (in “Southland Tales”).
Jon has become well known for his distinctive voice. He was the lead voice of the character “Jay Sherman” in the acclaimed cult cartoon series, “The Critic” and has done voice overs for many other animated features (“American Tale: Fievel Goes West”, “Cats and Dogs”, “Eight Crazy Nights”, etc.) He has also worked on “The Simpsons” many times, including creating the character of Marge Simpson’s boyfriend, “Artie Ziff” (which sounds suspiciously like Jay Sherman).
He has appeared on Broadway at the Music Box Theatre in Neil Simon’s play “The Dinner Party”, taking over the lead role from Henry Winkler. He has sung (yes, he can sing!) at Carnegie Hall three times (including “Great Performances: Ira Gershwin at 100: A Celebration at Carnegie Hall) and sung the National Anthem at Dodger Stadium and the U.S. Open. And he sung with the English rock star, Robbie Williams at the Royal Albert Hall and appears on his album, “Swing while you’re Winning!” He was the first famous guest star on the hit show “Friends” and
guest starred on “Seinfeld” the same week. In 2005, he guest starred three times on the hit show “Las Vegas” in a recurring role. In 2006, he was offered (and accepted) a recurring role on the hit show “Two and a Half Men”, playing Charlie Sheen’s nemesis, Archie Baldwin. Two years ago, he pursued his dream of becoming a stand up comedian. He is one of the few performers to start as an actor and then become a stand up and is now successfully headlining in nightclubs, theatres and casinos across the country (a BIG THANK YOU TO DANA CARVEY!!!) “I’ve had a great career. I’ve been very fortunate and I would be remiss not to give credit to my great teachers, Ashley Carr, Robert Cohen, Stuart Duckworth, Bill Needles, Tony Barr, Warren Robertson, Randy Bennett and Phyliss Katz.” Jon recently appeared on screen in Mel Brook’s “The Producers: The Musical” and Adam Sandler’s “The Benchwarmers” and will soon be seen in Richard Kelly’s “Southland Tales.”

Born and raised in Shaker Heights, Ohio, Willard began his career by spending a year at Chicago's famed Second City. Willard's improvisational performance as Buck Laughlin in Best in Show earned him the Boston Society of Film Critic’s Award for Best Supporting Actor, and an American Comedy Award for funniest performance by a supporting actor as well as nominations for Best Supporting Actor from the New York Film Critics and The National Film Critic’s Society, and a Official Selection Award from AFI. Fred appeared in the previous Christopher Guest film, Waiting for Guffman which earned him an American Comedy Award nomination and a Screen Actor's Guild nomination for Funniest Supporting Actor.
Additional film credits include This Is Spinal Tap, Roxanne, The Wedding Planner, How High, American Pie 3, “A Mighty Wind,” and “Anchorman,” with Will Ferrel. Willard has received three Emmy nominations for his role as Martin Mull's gay lover on Roseanne and his recurring role on”Everybody Loves Raymond.” Fred also co-starred with Martin Mull in Norman Lear's innovative cult classic talk show satire “Fernwood 2-Night,” which aired recently on Nick At Nite and was celebrated at the Museum of Television & Radio and the HBO Comedy Arts Festival in Aspen. Fred has also had recurring roles on Ally McBeal, The Simpsons, and Mad About You.
In addition he has made more than 50 appearances on the Tonight Show with Jay Leno. Willard has numerous stage roles to his credit, including off- Broadway performances in Little Murders, directed by Alan Arkin and Arf, directed by Richard Benjamin. Some of his regional roles include Call Me Madam in Chicago, and in Los Angeles for the Reprise! series, the musicals Promises, Promises with Jason Alexander, and Anything Goes with Rachel York . He starred in Wendy Wasserstein's Isn't It Romantic and Elvis and Juliet, which was written by his wife Mary. He recently completed a sold-out run of his "one-man show," Fred Willard: Alone at Last! (actually a sketch show with a cast of 12) and received two Los Angeles Artistic Director Awards for Best Comedy and Best Production.

Rory Copus was born in Singapore in 1991 where he stayed for the first four months of his life. He then lived in America for seven years before finally settling in the UK. He easily uses accents from either side of the Atlantic thanks to the mix of his mother’s American nationality and his public school education in Oxon. I Could Never Be Your Woman is Rory’s third feature film after playing the lead role of Tom in the children’s film Tooth and appearing in the horror fantasy Hellboy. He has worked on a steady flow of television productions including a lead role in an episode of Holby City for the BBC and parts in the ITV dramas Midsummer Murders and Goodbye Mr.Chips. As well as four plays for BBC Radio, he has acted on stage in two productions for The Royal National Theatre (All My Sons and Remembrance), The Full Monty at The Prince Of Wales Theatre and at The Gate in One For The Road, which was also screened on BBC4.