From Ray Liotta to Eva Mendes, writer/director Derek Cianfrance highlights his talented cast - and how they went beyond the call to get their characters just right.

Q: This had a bigger cast than Blue Valentine. Did that affect your direction of the actors?

Derek Cianfrance: Not really. There was complete commitment from our actors. There were no fancy hotels in Schenectady, and we couldn't afford big trailers. Our preparation and shooting schedules required incredible amounts of time and energy, and we were filming in places with beehives and mosquito infestations. I never heard a complaint. I had a dream cast, and I am eternally indebted to them. To think that Ray Liotta is actually in one of my movies, after seeing GoodFellas dozens of times in the movie theater when I was a teenager...

Q: What was the rehearsal process like? Was there extensive improvisation, like on Blue Valentine? DC: Yes. To me, process is everything. The experience of making a film is what's important. I love shooting, I love working with actors. I love being surprised, I love making discoveries. I love it when things break, when they don't go as planned. In Blue, we were dealing with love as a theme, which is universal; everyone knows what it feels like to be in love. So the points of reference for the actors were inside themselves. On THE PLACE BEYOND THE PINES, not everyone has robbed a bank; not everyone has been a cop or know people who have been or are. So there was a lot more research to be done.

Q: What kind of research?

DC: Ben Mendelsohn [who plays Luke's friend Robin] and I met with this guy who had robbed a half-dozen banks in Schenectady -

Q: How did you get ahold of him?

DC: Ben and I wanted to get an accurate perspective. So we asked the police in Schenectady if they could make an introduction. All of a sudden, they showed up at my office with a guy who was fresh out of prison and open with us about everything. I remember him saying, "The one thing movies get wrong is, bank robberies are messy in real life but in movies they are always perfect." So we also went to local banks and talked with people there, some of whom had been through robberies. I'd ask, "Tell me how it happened with you." Our guy from prison had done these robberies but...well, the word the people used was "nicely," so he'd served less time.

Q: So the police department cooperated a lot with the production?

DC: Yes. Bradley Cooper, Ray Liotta, and the actors playing Avery's fellow cops spent time with the real officers in Schenectady. They did ride-alongs and then went into households where calls had come in from, and got invited over for family feasts. One thing we changed in the script as a result was Avery being the only cop in his police car; in Schenectady, they don't ride with partners.

Bradley wore the chain of St. Michael, the patron saint of the police. He learned about holding a gun, about protocol, about why police offers chew gum - it's to keep calm, they call it their "Prozac." He and I talked to a police officer who had been shot in the line of duty and had also killed someone in the line of duty - which, he told us, was harder to get over. He's still not over it.

It was total and complete immersion so that we could learn everything we needed. We were open to throwing anything away if it wasn't true. We tried to make everyone who helped us proud.

Q: What about those actors who weren't playing cops or robbers?

DC: It was the same process. For instance, Rose Byrne spent time with divorced wives of cops and then she spent days playing house with Bradley Cooper - days, mind you, when we weren't shooting. When an actor of Rose's caliber commits herself like this, it is a true gift. Same for Bruce Greenwood [who plays opposite Cooper as investigating D.A. Bill Killcullen], who shadowed the Schenectady D.A. for a week.

Q: What did Eva Mendes bring to the film, and to the role of Romina?

DC: I met Eva right after I did Blue Valentine. I had always been a fan of her work, especially in James Gray's We Own the Night. She has such a magnetic screen presence, and has often ended up in gratuitous roles as the sex object - although I liked how slyly she played with that in The Other Guys. When Pines was coming together, I met with a number of actresses but I kept thinking about Eva. I had a hunch that, given the chance, she could knock this role out of the park. Eva came to see me with no make-up on; she still looked beautiful, but it meant so much to me that she was trying not to. Instead of having her audition, I asked her to take me for a ride around Los Angeles and show me the places where she grew up. Sitting in the passenger's seat of her car, I saw the deep, thoughtful, warm, generous, unpredictable person inside Eva. She opened up about herself, her life, her past. I offered her the role.

She and Ryan had known each other a little before we shot, which added a tangible dimension to Luke and Romina's relationship on-screen. The first scene we shot with Eva was the sex scene in the trailer with Ryan. I know she was terrified to do it because she was trembling, but she is brave; she embraced her fear and confronted it and bared her soul. The small crew that day was left speechless and inspired by her bravery - which continued every day with her.