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When Laura (Dina Korzun, Last Resort) is brought to Memphis from Russia as the trophy girlfriend of Alan (Rip Torn), she tries to make the best of it. Laura ignores his bad behavior and irascible personality by working out, shopping hard and looking after their three-year-old son. Beneath the surface, however, she knows there is nothing to look forward to—until Alan's fully grown son (Darren Burrows) turns up for the first time in many years, and a dangerous affair ensues. Director/co-writer Ira Sachs's (The Delta) dysfunctional family love story is winner of the Grand Jury Prize at the 2005 Sundance Film Festival.

 Forty Shades of Blue

Forty Shades of Blue is made of:

• Other movies I’ve seen.

• A barbecue by a swamp I went to with my family when I was a kid.

• A painting the set dresser found at an Estate Sale.

• A fight I got into with one of the actors just before “action.”

• The face of a man I saw at a bar when I was scouting locations.

• The night I saw Rip Torn introduce Coming Apart at the Cinema Village in New York.

• The hours I spent as a kid driving around Memphis with my father in his 1971 Cadillac convertible.

• The time I started crying watching François Truffaut’s The Soft Skin alone in a movie theater.

• The video of Green Day’s “The Time of Your Life” that made me decide to hire the guy who shot it as my cinematographer.

• The blind date I went on to see Satyajit Ray’s Charulata (which I later loosely re-made as Forty Shades of Blue).

• The conversation I had with Dina Korzun, the lead actress in the movie, about how much we both love Isabelle Huppert.

• A dress the costume designer borrowed from Diane von Furstenberg’s archive.

• The Ken Loach retrospective I saw at Lincoln Center that taught me that you can still achieve realism, maybe even more so, without having to shoot a movie hand held.

• Another retrospective I saw at Lincoln Center of all the films of Maurice Pialat.

• An afternoon I spent in Mississippi with the legendary Memphis music producer, Jim Dickinson, watching him teach Rip how to play the piano better.

• The screaming match I got into with some of my financiers about how many close-ups I was, or was not, going to shoot.

• The week I spent in Bristol, England, with the film’s composer, Dickon Hinchliffe.

• The tulip magnolia blossoms that happened to be in bloom in front of the house we were shooting in.

• A lost trove of soul classics written and produced by Bert Berns.

• The willingness of his family to let us use them in the movie.

• A still I have on my wall of Brigitte Bardot in Contempt. Another one of Monica Vitti.

• The many nights I spent as a teenager at George’s, the gay disco in Memphis.

• The years I spent in psychoanalysis.

• The ruthless and accurate advice my co-writer and I got at the Sundance Writer’s Lab from Stewart Stern, the screenwriter of Rebel Without a Cause.

• The day I spent with actor Darren Burrows at the house he lives in with his wife and four sons on an avocado farm outside of L.A.

• The books of Patricia Highsmith that taught me that all storytelling is about creating mystery, even when you are making a love story.

• The time I heard Johnny Cash sing “Forty Shades of Green” on the car radio.

• The fear that I might never make another film.

• The sound of trains in Memphis, which you can’t ever stop from blaring right in the middle of a take.

• Every movie ever shot by Raoul Coutard.

• A woman I once met that I wasn’t nice to.