From the beginning the filmmakers wanted to be honest about the generation gap between Will Keane and Charlotte Fielding, while making it clear that their feelings for one another transcend it. "At first, Will and Charlotte clearly are seen as an older man dating a younger woman," admits director Joan Chen, "but then it stops mattering. It's just love they are experiencing, it has nothing to do with gender or age. It's something that touches your soul and tests what you are capable of whether you are 20 or 45. "

Adds producer Amy Robinson: "The film confronts a real issue that exists in the world - older men, especially successful bachelors like Will Keane, are often attracted to younger women. But what happens to these two people is unconventional. "

Robinson liked the fact that rather than coyly ignore the main characters' age disparity, the script highlighted the differences that produce tension - and sparks - in Will and Charlotte's relationship. "What was interesting is that all the people who read the script, men and women, young people and middle-aged people, had a different view-point on the characters. But everyone was moved by their love story," observes Robinson.

All classic love stories have at their center a powerful pairing of opposites - not just a man and a woman, but two people with strongly magnetic personalities that can repel as fiercely as they attract. To capture the excitement and complications of the relationship in Autumn in New York, the filmmakers knew they needed a couple who would be totally unexpected yet completely compatible.

"Richard and Winona had so much chemistry that it often felt like they weren't even part of a Hollywood movie. It feels like we, the audience, are voyeurs watching a real relationship. The intimacy is truly captured," notes producer Gary Lucchesi.

Gere takes on the role of a Will Keane, a man who appears on his handsome, seductive surface to have it all. Keane is wealthy, a successful Downtown New York chef and, most of all, adored by all types of women. He seems like the last guy on earth who would let himself get emotional over a 21-year-old beauty.

Yet something about the predictability of his life has begun to eat away at him. "Will is like a lot of people who look at relationships and know exactly what's going to happen to them - how they're going to begin and how they're going to end," explains Gere. "He believes there's always an inevitable endpoint to things. So when he meets a young woman who believes in that even more strongly than he does, it makes him take a deeper look. And therein lies the heart of the film. "

"Will Keane is at this incredible juncture in his life and he has become tired of the repetition. He seems upbeat and like he has everything a guy could want, but he senses that something is lacking," explains Joan Chen. "When he meets Charlotte he is totally surprised because he didn't know he was capable of this kind of extraordinary love. Richard really captures the nature of their romance, which is very gentle, filled with lots of laughter and fun. "

"Richard Gere was the only guy for this role," adds Amy Robinson. "He's a real New Yorker. He's a wonderful actor who makes the character his own - a relaxed, charismatic guy who has an underlying emotional intensity. "

Gere's Will Keane is not only a master of seduction, but of cooking. He is one of New York's hottest rising chefs. For Gere, moving through the kitchen with authority was a new and enlightening experience. "I learned to be a very good chopper," he says. "There's a real Zen quality to chopping. Of course the truth is, I cannot cook. It looks like I know what I'm doing, but I think there's great danger in this. It raises expectations which I don't think I can fulfill in real life."

Playing a chef also gave Gere insight into Will's internal dilemmas. "Will knows how to make people happy in his restaurants. In his private life it's another story, but within the confines of his restaurant he can control things," explains Gere. " In the kitchen, he is loving and giving and very much part of a family atmosphere. It's where he is most comfortable, not in his romantic life. "

For Richard Gere, the age issue was one he imagined wouldn't enter into Will Keane's thinking. "Will is kind of a Peter Pan character. I don't think he really acknowledges how old he is. He feels like he hasn't lost anything yet. And yet I think he knows that it's hard to keep the freshness, the wonder of life fresh, to keep it energetic. I think when you lose that freshness of life, that's when you start to feel your age. "

In addition to the film's romantic and emotional themes, Gere was drawn by the chance to work with Joan Chen in her Hollywood directorial debut. "Joan brings a very distinctive maturity to the story," states Gere. "Her approach is really more European than most American movies, very human, emotional and with beautiful visuals that convey the story. She views iconic New York in a totally fresh way, revealing layers you wouldn't otherwise see. "

Finally, perhaps the strongest pull on Gere was the chance to have an on-screen romance with Winona Ryder. "She is so beautiful that when you look at her you feel like you're in an old fashioned Hollywood romance," observes Gere. "When the camera looks into her eyes, it's a breathtaking experience. She gives Charlotte a magical quality. There is something quite extraordinary about a very young woman who has that kind of depth and wisdom about life. "

"We had a great chemistry," adds Winona Ryder. "It was great to meet someone who is so at ease with himself, so compassionate and so open. Richard really invited me in. He's so right for this role because he has this tremendous confidence and immense charm and yet he has the ability to show this other side that is incredibly vulnerable and sweet. "

Ryder brings to the character of Charlotte Fielding a mixture of girlish spirit and a soulful, grown-up acceptance of the way things truly are. She decides to throw herself into love with everything she's got - and she winds up taking the unlikely Will Keane with her.

"I really liked that this film is about real relationships," says Ryder. "For me, it was the first script I'd ever read that on the one hand was a true emotional tearjerker but at the same time was totally fresh and original. I think it has the quality of a classic New York love story. "

Ryder was utterly intrigued by Charlotte's rare ability to live in the moment. She found herself a bit in awe of the character. "Charlotte's found a way to live completely in the present," explains Ryder, "which is an incredibly difficult thing for any person to do, but there's a lot to learn from that. "

"I really admired her courage, her love of life and ability to stay in the moment,"continues Ryder. "She has an innate curiosity and a real need for affection. Playing Charlotte was a challenge that brought up a lot of my own feelings and fears. "

At the heart of it all was the underlying emphasis on the power of love. "Who can explain love?" asks Ryder. "Charlotte starts off really just wanting to have fun, to date this rich, famous older guy - but then something unexpected happens to her. The film is all about going for it. "

"Winona is one of those rare actresses who audiences have watched grow up," notes producer Amy Robinson. "She has always been extremely beautiful and charming but I think this movie marks the first time she's played a partner in a mature romance. So she's very womanly and passionate, yet she still can be childlike and a little wild. It's a wonderful combination. "

Adds Joan Chen: "Winona plays Charlotte as someone who is not what she seems to be, someone who is very mysterious. Charlotte has the ability to be see things more clearly and be totally honest. But the most beautiful part of Charlotte is her love, which is pure, an end in itself. That's a beautiful thing and Winona Ryder captured it. "

Surrounding Gere and Ryder in Autumn in New York is an extraordinary supporting cast made up of renowned award-winners and promising newcomers. Among the most prominent is renowned stage actress Elaine Stritch, who plays Dolly, Charlotte's tart-tongued, ex-socialite grandmother who has a secret insight into Charlotte and Will's relationship.

Stritch won the role when she met the filmmakers in the bar of New York's Regency Hotel in a pair of short shorts. "We saw her and thought 'Oh God, she's perfect for this character,'" recalls Amy Robinson. Indeed, Dolly is a delightfully eccentric and gutsy character, a woman who, according to Stritch, "has partied beyond the call of duty. "

Stritch saw the character as someone who has numbed herself to life's sorrows, because she's had a few too many of them, including the loss of her daughter. "Dolly has kicked up her heels and lived high all her life, but now she's sort of given up," explains Stritch. "I see her as an escape artist. She doesn't know how to face life on life's terms and she wants to be there for her granddaughter but she just doesn't know how to do it. Intimacy terrifies her. "

Stritch fell in love with the movie's powerful evocation of love. "I found it a very interesting story about a person who's afraid to need love," she comments. "There's a lot of subtext about what goes on in human beings when they meet each other and it's filled with the emotions of real life experiences. "

Comments Winona Ryder: "Elaine Stritch is really a great American treasure. I just tried to be a sponge and soak in as much as I could in her presence. It was amazing to watch someone who could get to such an emotional place so quickly and so deeply. "

Dolly is not the only character in Autumn in New York who struggles with a "lost" daughter. Will Keane has his own fateful meeting with the past when he runs into a young woman who appears to have a connection to him. Newcomer Vera Farmiga plays Lisa, the Museum employee with an unbreakable link to Richard Gere's Will Keane.

To cast Lisa, the filmmakers invited Gere to be part of the proceedings. "When Vera came in to read, Richard immediately said 'this is our person. ' And he was so right," comments producer Tom Rosenberg. "Vera is one of those really special actresses who only come around once in a while and her career is going to skyrocket. "

Farmiga responded to Autumn in New York's exploration of a common human dilemma: the need to be loved versus the fear of getting hurt. "Pursuing love is a tricky sport," she admits. "In my experience it requires energy, commitment, endurance and an ability to endure bruising - so it's really not Will Keane's favorite game until he meets his ultimate opponent: Charlotte. "

As for her own character, Farmiga sees her as a woman looking not so much for unconditional love as the truth. "To her, Will Keane is this myth of a man she sees on magazine covers. But then she sees him at a benefit dance with Charlotte, who is Lisa's age, and he's dancing and fooling around and being loving and all these childhood feelings arise and she has to know who he is," she explains.

Working closely with Richard Gere was the frosting on the cake for Farmiga. "For me, he was just like Will Keane - a myth I had seen in magazines," she admits. "But working with him was a fabulous experience. He makes you feel so comfortable and at ease - it's a real gift he has. It was especially interesting watching him play a man who's so afraid to love because Richard is so generous and so full of love. And he takes Will Keane to that point. "

Autumn is a time of haunting beauty and rapid change in New York, as the summer leaves turn to gold and float through the city streets in preparation for winter. Many who live in the city say it is Manhattan's finest season - crisp, clear, invigorating, and often melancholy -somewhat like love.

Joan Chen wanted to viscerally capture this aspect of New York and its metaphorical relationship to what happens between Will and Charlotte with the camera. Known for the breathtaking, imaginative visuals that brought the mystery and enchantment of the Tibetan landscape to the fore in Xiu Xiu: The Sent Down Girl (1998), Chen knew she had a much larger challenge ahead of her shooting in cinema's most renowned city.

Rather than pretend to be a New York insider, Chen opted to use her outsider status to her advantage, making that the point-of-view of the camera. "I imagined the camera as a voyeur who has arrived quite suddenly in New York City and finds Will and Charlotte," she explains. "We're perched just outside their windows, watching what happens as they fall in love. And because it's all about watching through windows, the film is filled with reflections and shafts of light which makes it more visually rich. "

Chen collaborated intensively with Academy Award®-nominated cinematographer Changwei Gu, who shot Farewell My Concubine (1993) among others, to achieve these shimmery, looking-glass images that are all about gazes and the fleeting imagery that floats by on glass surfaces or pools of water or in a lover's eye. Says Gu: "It is as if an angel is flying through the skies of Manhattan unfolding this beautiful and sad love story. A recurring motif throughout is seeing Will, Charlotte and the city through windows, mirrors and other reflective set pieces. After all it is a story about inner reflection. "

The style of the camerawork also added a palpable eroticism to the story. Explains Gary Lucchesi: "When you see a love making scene from behind beveled glass the images are somewhat distorted which makes them far more emotional and provocative. "

Throughout Chen maintained what she terms a "virgin" excitement about New York. "When I made my first film, I went to Tibet and was overwhelmed," says Chen. "I was in awe of what I saw every day and this is the same way I felt in New York - the in-your-face attitude and the crowds and the historical building standing next to contemporary glass towers. Making the film, I began to see the city in a whole new way. Sometimes I saw it as a city of windows in a very narrow sky. Sometimes I saw it as an island of lights and shadows. "

"This is not Woody Allen's New York or Martin Scorsese's New York but the Joan Chen view, a very beautiful look through Joan's eyes," notes Amy Robinson.

Production designer Mark Friedberg was fascinated by Chen's instincts and choices as he followed her around the city preparing for his designs. "I was curious to explore Joan's fresh outlook on the city," he comments. "It was one of the great joys of this movie, mixing her vision with my take on style, merging antiques with a modern setting. "

Friedberg designed Will Keane's glossy, sophisticated loft in the booming Downtown financial district. "Joan was intrigued with Wall Street because it was part of the 'original' New York City yet it has become very modern, so we did things like incorporate Trinity Church against a backdrop of modern office buildings. Even Will's loft has a sense of excavation - we knocked down all the walls to give him a wide open space. "

Will's restaurant reflects a similar style and ambiance, and is also filled with reflective glass. "The restaurant is basically an extension of the loft," says Friedberg. "It's literally a converted warehouse, but we used old-world materials with a modern aesthetic. This gives the restaurant a contemporary, sophisticated feel that suits Will. " In fact, the production's set was so convincing that New Yorkers passing by kept stopping in to ask for reservations!

Other notable Manhattan locations used for Autumn in New York include the 79th Street Boat Basin, which was turned into an enchanting outdoor ballroom where Will and Charlotte have their first date, first dance and whirling, dizzying first kiss. "The Boat Basin is a great piece of New York architecture," comments Friedberg. "It lends the scene a Cinderella quality, and we created a 130-foot clear plastic tent to give a sense of it all being covered by an other worldly sky."

Friedberg worked to make the Boat Basin a symbol of Will's seemingly impenetrable world of dashing socialites - a world that is totally new and overwhelming to Charlotte. Costume designer Carol Oditz added to the ball's fairy tale essence by setting Charlotte apart, even in her dress.

"I wanted Charlotte to look ethereal, so I had a white silk charmeuse gown made for her and wrapped her in an iridescent shawl that glistened in the light. She looks like she's been sprinkled with fairy dust," observes Oditz. "Throughout the film her clothes reflect her unique take on life. "

For Oditz this meant forging an eclectic style: old-world romance laced with modern femininity. "Her clothes are an unexpected mix of vintage lace and silk ribbon flowers, beaded dresses and purses from the '20s and shoes that echo a more romantic era - all put together with today's modern shapes," she states. Oditz even received help from Ryder, a vintage clothing connoisseur, who incorporated some of her own pieces into Charlotte's ensembles.

As for Will Keane's costumes, Oditz notes "Richard Gere is a dream to dress. " She kept his character clad primarily in steely grays and blacks for three reasons: "It's right for the character, it's right for New York and it provides a spectacular backdrop for his silver mane. " As with everything else in the movie, Oditz wanted Will Keane's style to be classic but with a bit of an edge. "Everything was done to add just a hint of edginess," she explains, "from the standing collar of his black coat to the high V-necks of his cashmere sweaters. True to who he is, I also kept him in 'lived-in jeans' and McCreedy low boots. "

While Joan Chen worked fervently with her design team, some essential parts of the design were left up to nature - the color of the leaves, the hue of the sky, the curve of Central Park's swans. Sometime serendipity played a hand. "I remember when we were shooting in Central Park it started to rain and we moved the scene into another area of the park and suddenly we were among the most beautiful golden autumn colors, with leaves floating in the wind like feathers and this was the perfect moment for Richard and Winona to share the beauty of life," says Chen. "It was magical that nature just offered it to us. "

This autumnal feeling is something that pervaded the set as well as the on-screen performances. "It's not just about autumn as a time, but about the autumn of a man's life, about a time he has feared and now he faces it and embraces it," says Tom Rosenberg.

Summarizes Amy Robinson: "Autumn in New York is about a time of transformation. It's about all the things that happen to you that you can't control - about two people who really shouldn't be together because one's too young and one's too old, but they fall in love. It's about how love can surprise us and how it can change us. "