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Cat Scratches, Plot Challenges and Justin Timberlake: Making 'Inside Llewyn Davis'

This story first appeared in the Dec. 13 issue of The Hollywood Reporter Magazine.

On the freezing New York morning of March 9, 2012 -- Oscar Isaac's 32nd birthday -- he carried a plump orange tabby cat down dimly lit stairs into the Canal Street subway station for a scene from Inside Llewyn Davis, which marks his first starring role.

The cat was cradled in his arms and tethered to him, but still Isaac couldn't contain the frightened animal. It reared up and scratched his face, drawing blood, before leaping into the crowd of extras (dressed in early '60s garb) and taking off with a cat wrangler in hot pursuit.

"There were four or five cats that had different personalities depending on what was needed," recalls Isaac. "We had a docile one and a squirrelly one that had to be tied to me so it didn't jump loose. That one didn't like his involvement in the movie and rebelled against it; which included rebelling against the person holding it."

PHOTOS: The Making of 'Inside Llewyn Davis'

Despite the minor scratch, Isaac was happy to be playing the title role in the 16th movie directed and written by Joel and Ethan Coen. This film was born of the brothers' love of 1950s and '60s folk music -- especially in the beatnik scene in New York's Greenwich Village, just before the arrival of Bob Dylan, the electric guitar and the tumult of the late 1960s. The Coens were particularly taken by the work of musician Dave Van Ronk, whose autobiographical book, The Mayor of MacDougal Street, was a touchstone.

Inside Llewyn Davis charts one week in the life of a folk singer (Isaac) struggling to make it in the winter of 1961, playing in half-empty clubs, scraping by without enough money to even buy a winter coat. One night Davis steps into an alley behind the Gaslight, a club in the Village, and gets beat up by a stranger. It became the Coens' obsession to write a movie that would explain that unprovoked attack while bringing to life an authentic style of American music about to come to an end.

"There's not much of a plot and that's a challenge," says Joel Coen, 59. "We've done things that are very heavily plotted, and in the middle of this we were going, 'Well, what is this? It's really a very discrete period of time, a slice into which nothing much happens, so how do you drive the narrative?'"

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The Coens turned to mega-producer Scott Rudin for a third time, after No Country for Old Men and True Grit. And the $17 million budget was low enough to allow them their customary complete creative control. "They tailor a movie to maintain their freedom," says Rudin, who brought aboard French pay TV giant Canal Plus, which put up the entire cost and, before they fielded any offers for the domestic rights, sold enough international territories to cover the budget.

Rudin says CBS Films, led by Terry Press and Wolfgang Hammer, aggressively tracked domestic rights, and just before Cannes -- where Inside Llewyn Davis won the Grand Prix, the second-highest honor -- paid a reported $4 million. "She (Press) loved the music," says Rudin. "She loved the movie, wanted it, chased it hard."

With music playing such an integral role, the Coens once again collaborated with composer T Bone Burnett (O Brother, Where Art Thou?). "This is a story about a musician," says Burnett. "The place where he lives is in his music. So when you're introducing the character, the way to introduce him is in the song, and not just a snippet of a song, but the full song."

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Burnett worked with the Coens as they searched for their lead, who had to act and sing well enough to be accepted as a professional but who audiences would believe might never succeed in the music biz. More than 100 actors auditioned. "This is the kind of part where if we had not found Oscar," says Joel of the Juilliard-trained Isaac, "the movie may have been impossible to make."

Joel Coen felt the Guatemala-born and South Florida-raised Isaac -- who'd been in The Bourne Legacy (2012) and Drive (2011) -- brought an important dimension to a character who isn't very sympathetic: "In his performance Oscar refused to court sympathy. He wasn't trying to warm-and-fuzzy the character up, to get the audience to like him. But there is something about Oscar which is naturally sympathetic."

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Costumer Mary Zophres, another frequent Coen collaborator, had a $200,000 budget to cover the entire cast, including hundreds of extras. She rented most of the extras' wardrobe, reusing a pair of pants half a dozen times (with a washing in between). To dress John Goodman for a memorable cameo as an old jazz player, Zophres found inspiration in black jazz musicians of the era. Goodman wanted to look like the late jazz saxophonist Gerry Mulligan. "You have to find comic elements in there to make the darkness richer," says Goodman.

Despite taking place mostly in lower Manhattan (aside from a road trip to Chicago), the production filmed only one scene in the real Greenwich Village (at the Café Reggio), as it has become too commercial over the years. "We couldn't shoot in the West Village," says production designer Jess Goncher. "It's too visually noisy now." (The filmmakers used the Lower East Side and Brooklyn as stand-ins.)

The Coen brothers' go-to cinematographer Roger Deakins was busy lensing 2012's Skyfall, so they turned to Bruno Delbonnel (Harry Potter and the Half-Blood Prince), whom they had met in Paris seven years earlier. Delbonnel and the Coens agreed they wanted to shoot on 35mm film and gave much of the picture a desaturated, almost monochromatic feel. "Film has an emotional quality I think you lose in digital," Delbonnel says. "And I wanted this movie to be really sad."

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Once again the Coens attracted a spectacular cast that also included Garrett Hedlund, Carey Mulligan, Adam Driver, F. Murray Abraham and Justin Timberlake.

"I'd done Social Network with [Timberlake] and knew him as a guy who was up for a good job and a great experience," says Rudin. "There are a handful of directors in the world who when they call, you go. Joel and Ethan are those guys. Justin didn't want to miss being in a Coen brothers movie."

"Here's the thing," says Ethan, 56. "If you're not offering a lot of money, they're doing it because they think it's interesting. "

Adds Joel, "The less you offer for a part, the more likely you are to get someone who actually knows what they are doing."

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Timberlake, Mumford and Llewyn's Music

As soon as the Coen brothers decide music is central to a movie, they turn to T Bone Burnett, their musical guru since The Big Lebowski and O Brother, Where Art Thou?, whose soundtrack became a popular, Grammy-winning album.

For Davis, the trio set some parameters -- the music had to be authentic Americana, and all the recording had to be live. "We didn't want Oscar [Isaac] to lip sync it," says Ethan Coen. "You can tell." Burnett warned that live recording was risky. "If the tempo varies even a little, " says Burnett, "even a millisecond, you can't cut [in postproduction] between takes because you lose sync."

It worked, adds Burnett, who sat near the camera with a stopwatch: "The miraculous thing is that Oscar never varied [song length] the whole time."

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Burnett vividly remembers when Isaac came to L.A. for rehearsals. That first day they headed to Norm's Rare Guitar in Tarzana. "The first thing you have to do as a musician is get a guitar that blends with your voice," says Burnett. They played guitar after guitar until a vintage 1924 Gibson L-01 nailed it. "It was like, 'Oh, there it is,' " recalls Burnett. " 'Wrap it up.' "

Burnett's all-star musical team on this movie included Justin Timberlake, who acted, sang and mentored -- "Justin has near perfect pitch," says Isaac -- and Marcus Mumford, 26, the husband of Carey Mulligan (and member of Mumford & Sons) who plays guitar, drums and mandolin.

Right after his wife's casting, Mumford called Burnett, with whom he'd discussed doing something musically. "He said, 'This is a Coen brothers movie,' " recalls Burnett. " 'Can I just come make tea or something?' I said, 'I want you to sing a song I need sung.' "