Writer-director Jonathan Parker and writer-producer Catherine di Napoli got the inspiration for (UNTITLED) from the confluence of two completely different experiences. The first was reading Thomas Mann’s Doctor Faustus, which tells the story of a fictional German composer who makes a deal with the devil in exchange for a quarter century of great musical achievement. It was in the 1947 novel about an angry malcontent—also named Adrian—that the filmmakers found the template for their tortured protagonist. The second was attending a concert of avant-garde music in New York. Parker and di Napoli were among a tiny audience at the performance, which included a woman who kept fanning herself. The experience was not only the basis for a hilarious scene in the film, but it also epitomized one of (UNTITLED)’s central themes. "The idea of what the struggling artist goes through to make something great is a subject that was intriguing to us," says di Napoli. "How do you enjoy that process? And how do you define success?" The concert reminded Parker of a musical performance he was involved with in his youth. "I performed with symphony orchestras, jazz quartets and punk bands, but the most puzzling gig was a Stockhausen recital at which I played the bongos," the director recalls.

"I was struck by the amount of talent and training devoted to the making of music that seemed unappreciated in its time—or possibly any time. "We decided a contemporary music composer would make a great film character," Parker continues. "It’s a pursuit that caters to a small audience and has this funny contrast between seriousness and silliness. When you play a gig and there are six people on stage and six people in the audience and you’ve spent a lot of time writing and learning the piece, you can’t be too happy about it." This marks Parker and di Napoli’s third collaboration. The writing duo’s first film, Bartleby, starring Crispin Glover, was inspired by novelist Herman Melville’s work of the same title. Their second film, The Californians, premiered on Showtime and starred Noah Wyle. Much of the inspiration for (UNTITLED) also came from the world of visual art, which Parker’s family has been heavily involved with. His mother, Gertrud Parker, is an artist who founded the Museum of Craft and Folk Art in San Francisco. His son, Sam, is a studio art major at NYU. But the key for Parker occurred when he discovered the book The San Francisco School of Abstract Expressionism and became an avid collector of that work —an experience that also provided rich context for the film.

"As I pursued the work of these obscure, elderly or deceased artists at galleries and auctions, I discovered that everyone else was interested in only a handful of fashionable artists." Parker and di Napoli found the contemporary art and music scenes in New York in many ways easy targets for humor, "But we were determined not to turn the film into a know-nothing "You call that art?" critique… It’s very easy to go off into farce land," Parker says. "But, you can never outdo in strangeness what actual artists create, so, we decided to make our fictitious artists pretty close to the real thing." In writing the story, Parker and di Napoli tapped into a number of the art world’s apparent contradictions, which they felt were ripe with comic potential. For one, there’s the seriousness with which certain artists and musicians approach their art and the inherent absurdity in their use of certain found objects as instruments and materials—buckets that are kicked for musical effect, for instance, or push-pins or stuffed animals used as works of art. In addition, there is the duality of art for its own sake and art as a commercial venture—a paradox that finds its external representation in the front and back rooms of the Chelsea art gallery where Adrian is invited to perform his music. For the gallery’s owner, Madeleine, the front room is exclusively for exhibits by artists she finds interesting, where commercial appeal is irrelevant—or even a drawback. The back room, hidden from the eyes of the world like some dirty little secret, is where she keeps the commercially viable art that allows the gallery to exist. "This whole thing about the front room and the back room was particularly interesting to me," says Parker, who got to know many gallery owners during his research. Another source of comedy was the art collectors themselves. Parker says he was intrigued by the mixed motives many of the collectors seemed to exhibit. "Collectors are ostensibly looking at art as providing a potential spiritual experience," Parker says. "But there also seems to be a social climbing motive. Collecting art not only shows the world how much money you’ve got, but it also gives you entrée to a social world you wouldn’t normally be a part of."

When it came time to cast the role of Adrian, both Parker and di Napoli immediately thought of Adam Goldberg. "He’s perfect for it. I can’t really imagine anyone better," says di Napoli. "Plus, in an independent film, where you’re not paying people a lot of money, it’s crucial that the actors respond to the script, and Adam really did." Parker recalled being impressed with Goldberg after seeing him in 2 Days in Paris. "I also remember seeing some photos of Adam on the IMDB and he looked terminally pissed off about something. It seemed like he’d be perfect for this role." For his part, Goldberg says he was drawn to the project in part by the demanding nature of the script. "It had a very stringent tone," he says. "It was not a blueprint for improvisation, as some scripts I’ve worked with have been. That was appealing, but it was also a challenge. I thought I could bring something to the role, but I liked that I would have to do a certain amount of adaptation. I appreciated the tone and the amount of restraint in the humor and the philosophizing." Goldberg sees his character, Adrian, as someone who hides his true feelings of self-loathing behind "a mask of obstinacy and self-righteousness." "That can make for some funny interplay," he says. "He takes his music very seriously, even more than he might if he were a success. He’s very beholden to this intellectual idea about what music is and isn’t, rather than playing from his heart. That puts him in a bind, because it excludes a lot of people who might otherwise come to see him. And, the less people who come to see him, the more he has to validate himself."

Explaining his character’s chronic bitterness, Goldberg says, "He probably thought he would be in a place other than the place he’s in at his age. Maybe he thought he would get the kind of accolades that American composers like John Cage or Steve Reich did. And then he sees his brother, with whom he’s obviously very competitive, being commercially rewarded for doing what Adrian considers god-awful hotel art. It all just fuels his pre-existing moodiness." For the role of Madeleine, the stunning and stylish gallery owner who falls for Adrian, the filmmakers chose Marley Shelton. "We had written the character to be a little hard and very ambitious," di Napoli recalls. "But, Marley gave it a softer dimension. In addition to being driven, Marley’s Madeleine is really passionate about the art, which is one of the movie’s themes—feeling passionate about something, no matter how ridiculous it may seem to someone else." Shelton says the fact that Goldberg was already involved was a big factor in her decision to take the role. "I was a fan of his, so the idea of working with him was very exciting," the actress says. "I had recently seen 2 Days in Paris, which had come out around that time, so it was fresh in my mind. I thought he was brilliant in that movie." But, the actress says she was also attracted to the boldness of the film’s premise. "What an ambitious idea to do a satire about the art world!" she says. "It sounded like such a dangerous prospect. I thought if we could pull it off, we would have something really special on our hands." As for the character of Madeleine, Shelton describes her as "a heat-seeking missile" trying to get ahead in the New York contemporary art scene.

Although her character is incredibly ambitious and driven to succeed, Shelton observes, "She utterly believes everything she says and believes in everything she sells. It might appear she’s just going for the next hot thing, but I think she believes her own jargon. There’s a purity to her." A key moment for her character, Shelton says, is when Madeleine breaks down after finally caving in to Josh’s desire to have his highly commercial work displayed at her gallery. "That scene reveals that she is wholehearted in her beliefs." To prepare for the role, Shelton says she talked to Chelsea gallery owners and also mined her own network of artist friends for their perceptions about gallerists. In the end, the character of Madeleine became an amalgam of several different people. A natural blonde, Shelton went even blonder for the role, which she says was in keeping with the surprising abundance of fair-haired gallery owners she ran across in her research. "I wanted there to be a little of the ice queen in there but also something of an homage to the Hitchcock blonde," she says. But, it was what Shelton describes as Madeleine’s "fashionista avant-garde" dress sense that provided the actress the most direct and enjoyable way into the character—a style that Shelton helped create in collaboration with Parker and costume designer Deirdre Wegner. "Madeleine is incredibly presentational," the actress says. "It’s all about the image of herself that she’s selling. It was fun to build this look for her, down to the fake prescription glasses. I sort of approached her from the outside in." Goldberg says that while Adrian is attracted to Madeleine’s physical beauty, it’s her passionate interest in his music that makes him fall for her romantically.

"I think he’s initially revolted by her," Goldberg says of the relationship. "She represents everything that disgusts him. She’s beautiful, inaccessible, and as far as he knows, she is sleeping with his brother. Then, once she appears to understand him—before it’s clear she’s just using him—he feels that validation he so desires, and he changes his mind about her." Shelton says her character genuinely believes in Adrian’s work, as in all the work she champions. "At least she thinks she does. She’s a passionate person. That’s the nice thing about all the characters: they’re all slightly misguided, but they all fully believe in their causes." Adrian’s commercially successful but artistically unfulfilled painter brother Josh is played by Eion Bailey. Artist Ray Barko, whose bizarre taxidermy artwork is exhibited by Madeleine, is played by Vinnie Jones. Rounding out the cast are Lucy Punch, whose credits include Hot Fuzz and who recently replaced Nicole Kidman in the upcoming Woody Allen film, as the loyal clarinetist in Adrian’s ensemble, as well as a couple of hilarious side characters: Zak Orth (Vicky Cristina Barcelona) as Porter, the pretentious and artistically bewildered art collector; and Ptolemy Slocum (Hitch) as Monroe, the socially maladjusted artist whose work consists of absurdly mundane found objects. "Both guys just came in on auditions in New York and they were really great finds for us," Parker says. "We had great chemistry with this cast. That’s something that you can’t really plan. Everyone in the cast understood the dry tone we were going for."

(UNTITLED) was shot in New York City in about 25 days. Madeleine’s gallery was a set built in a Brooklyn warehouse, but the gallery’s exterior was a real storefront in Chelsea. Many of the other locations, including Madeleine’s and Porter’s lofts, are also in Chelsea and Greenwich Village. Shelton describes the autumn shoot as "delightful." "New York becomes such a character in the film," she says. "It helped all of us get into the skin of our characters, to be in Chelsea and feel the energy of the city." Goldberg adds, "It was one of those shoots that is really all-consuming. When there’s not much money to make the film, you want to make it as good as you can. You’re short on time, but you’re also much more emotionally invested." That meant numerous lengthy conversations between cast and crew about how best to achieve the filmmakers’ goals. "There were a lot of discussions while we were shooting, and then we’d go out afterward and talk about it, reassess it, talk on the phone, to try and make the characters as three dimensional as possible," he recalls. Despite the film’s modest budget, the production drew some of Hollywood’s legendary behind-the-scenes talents. The sound designer on the film was Richard Beggs, who won a 1979 Academy Award for his work on Apocalypse Now. Beggs’ other credits include Children of Men, Harry Potter and the Prisoner of Azkaban and Lost in Translation. di Napoli says Beggs became involved after she discovered he happened to live across the street from a house she was in contract to buy. "He really loved the film and got a big kick out of working on it," Parker recalls, adding that the film’s many sound gags—such as Madeleine’s conspicuously noisy clothing—were written into the script.

The film’s production designer was David Snyder, nominated for an Academy Award in 1982 for his work on Ridley Scott’s groundbreaking sci-fi classic Blade Runner. "He was happy to be involved and get back to his independent roots," di Napoli says. The film’s original musical score was composed by David Lang, who won the 2008 Pulitzer Prize for Music for his piece, "The Little Match Girl Passion," which was coincidentally performed at Carnegie Hall during the production. "In my humble opinion, David is a really an important composer," Parker says. Lang’s only previous film work was writing arrangements for the Kronos Quartet on the Clint Mansell-composed score to director Darren Aronofsky’s 2000 film Requiem for a Dream. He says he was flattered by Parker’s invitation to be involved in (UNTITLED). "Jonathan contacted me and said he was making a film about a composer who writes silly avant-garde music and then has this moment where his music changes and he starts writing more from his emotions. He said, ‘I’d really like it if when he starts writing good music, it’s your music.’" Lang responded that he would be happy to write the silly music as well. "I don’t think it had occurred to him that I would do the job," the composer says. "I think the original idea was that he would license my existing music. I was really interested because I’d never composed a feature score before and I was happy to have the opportunity." About a half-dozen of the musical pieces in the film were existing works by Lang, who also scored the film’s incidental music with music supervisor Lawson White. He also worked closely with Beggs, whom he says "did an amazing job making sure everything happened in the most beautiful way possible." Among Lang’s existing works in the film is "Wed"—an introspective piano piece which Adrian plays with great feeling in his studio one night.

"That’s actually where the whole thing started," says Lang. "Jonathan had heard this piece and said he could imagine Adrian thinking about his life and having written that piece. That was what got Jonathan interested in my music." Another Lang creation is the first movement of a piece entitled "The So-Called Laws of Nature" for percussion quartet, which is attributed to a celebrated 90-year-old composer near the end of the film. "The idea that they go to a concert that the lead character is supposed to like and it’s my music was very flattering for me," Lang says. "There are all these old Hollywood films where people go to concerts and it’s not particularly good music because it’s fake music. This is real music. It’s a great opportunity for a composer." Another piece of real music in the film is by Austrian-born American composer Arnold Schoenberg, who was the model for Mann’s main character in Doctor Faustus. One of Schoenberg’s key contributions to the musical world was the so-called 12-tone technique, whereby all 12 notes of the chromatic scale are given more or less equal importance, so that the music avoids being in a particular key. "Even today, 60 years after Schoenberg’s death, it sounds alarming and disconcerting to the vast majority of people," Parker says. "That’s a pretty great accomplishment. If you’re involved in these worlds, it’s not new. But, it still has the power to sound quite new to audiences who are not as familiar with them." As for the on-camera compositions that Adrian and his ensemble perform, they were a combination of music Lang wrote for the film and the cast’s own improvisational efforts, Parker says.

The initial plan was for Goldberg and Punch to pantomime the music as it played back. But, as Goldberg recalls, "It was nearly impossible to fake playing to playback, because there was nothing conventional about the music structurally." When it became clear that wasn’t going to work, Parker says, he ended up playing the recorded music back and then turning it off and just letting the cast improvise. Lang says it was great fun recording some of Adrian’s more off-the-wall music. "I had these great players and I would just say ‘1956’ or ‘1964’ or I would just tell them to sing into the piano," he says. "You don’t have to give too many instructions to these really experienced players to make them relive their happiest moments playing this kind of music. Everyone had a gas doing it." As for the visual art seen in the film, all of the pieces were created specifically for the production. When Los Angeles artist Kyle Ng, who Parker met through Sims creator Will Wright, revealed he had a taxidermy collection, that became the medium for fictitious artist Ray Barko’s work. It was Parker’s son, Sam, an NYU art major, who came up with many of the ideas for Ray’s taxidermy art. Those concepts were then executed by artist Kyle Ng. "When we met Kyle in LA," di Napoli says. "He brought us to this suburban house where where the taxidermist was working out of his garage. People would walk by and their dogs would pick up on the smell and bark ferociously." Some of the stuffed animals were rented. The huge cow, for instance, came from a prop shop in Burbank and had to be crated, then shipped to New York and back, di Napoli says.

The hotel chain-friendly canvases painted by Bailey’s character, Josh, were actually provided by Brooklyn-based artist Frank Holiday. In exchange, Holiday asked for—and got—a role in the film. He plays the security guard who throws Josh out of the gallery after he creates a scene. Another duality explored in the film is a contrast between the worlds of contemporary art and contemporary music. More specifically, the film makes the point that while at least a small segment of society places a monetary and status value on contemporary art, contemporary music doesn’t receive the same respect. Lang theorizes this is at least partially due to the way new music is presented. "Because we all started as classical music nerds, we think we want to be put next to Bach or Beethoven, but that’s a comparison we can’t win," he says. "It doesn’t allow people to focus on what we’re doing. Everyone in the art world always knows who the latest novelist or artist or rock star is. People want that association of newness, that spirit of innovation. That’s why I think the art world is more successful than the music world." Perhaps that’s part of what fuels Adrian’s permanently dark mood. "I know a lot of composers like him," Lang says. "People who feel that the world should bow down to them because they are so great. They’re bitter, because that never happens." Although the congenitally cheerful Lang doesn’t share this character trait with Adrian, he says he identifies with the protagonist in at least one way. "You know the scene where Adrian comes out of his Soho apartment building through this beaten down door that’s totally covered in graffiti? That’s my building!"