James Gray's new film Two Lovers is an anachronism and a small miracle. Barely leaving the Brighton Beach block where it's set, the film is an intense character study of a depressed and bi-polar thirty-something named Leonard (Joaquin Phoenix), who has recently moved back in with his parents. He finds himself entwined in the complicated lives of his parents' pick for the perfect match, Sandra (Vinessa Shaw), and the unstable, druggy, and alluring shiksa across the way, Michelle (Gwyneth Paltrow). It's a film that's steeped in authentic, real moments—the stulifying comforts of family in a cramped Brooklyn home, a bar mitzvah both grand and glitzy—anchored by Phoenix's ever-charismatic mumbling and dreams of photography, and Paltrow's slow reveal of the screwed-up girl underneath the glamorous user.

While Phoenix has appeared in three of Gray's films, the casting of Paltrow was a real coup, particularly as the Oscar-winning actress has retreated from the film world as of late. Gray and Paltrow have known each other socially for years, but their conversations have veered more towards cooking secrets. In fact, as the director recalls, he was emailing her about spaghetti sauce and asked her whether she was working on any film projects. Her interest was piqued, and she agreed to play Michelle.

Despite the fact that both Phoenix and Paltrow have, as of late, made more news for their acting-retirement-cum-nascent-rap-careers or their booming lifestyle email newsletters, respectively, don't let that deter you from Gray's true, human, and honest film. It's a moving piece of work.

Tribeca talked to a foggy Gray—"reaping the punishment of my beautiful daughter waking me up at 6 in the morning"—who, despite his exhaustion, was earnest and funny and still had a refreshingly wry New York air about him.

Tribeca: What was the impetus for Two Lovers? Your other films have been crime dramas...
James Gray: First you don't want to keep doing the same film, and my first three were all close to the same ideas. And they were all quite autobiographical in a way. (My dad did sell train parts, like in The Yards.) This time I wanted to focus less on acts of genre, and more on the authenticity of emotion—my total obsession these days. It's so out of fashion right now. It's the most ethereal place for a piece of work to live, as opposed to a post-modern ironic thing.

Tribeca: You're a New York guy, right? Do you still live here?
JG: I'm from New York City, the borough of Queens—Flushing, like the toilet bowl. I moved out of New York 22 years ago, to come to college, USC, on scholarship. In 1993 I made Little Odessa [in Brooklyn]. I made four movies in New York, so I do keep going back there. But I can't live in NY permanently. I simply can't afford it.

[How New York is Gray? He hates the Boston Red Sox, and in a digression, mentioned clashing with Paul Thomas Anderson about his love of the Massachusetts team. Anderson was a Red Sox fan due to his father, but Gray found himself saying, "Paul, I don't understand, you're from the Valley. How can you root for them?"]

Tribeca: This is such an evocative New York movie. What did you get out of filming here? What are your favorite corners of New York?
JG: New York City has such a cheap, chaotic kind of loveliness. I like the strange corners. City Island in the Bronx, Yankee Stadium, Queens, with its pathos. Decrepit New York, the part of Ellis Island that's not restored. I want to go to the top of the Statue of Liberty—not the crown where everyone goes, but the torch. I found these pictures recently of Charlotte Street in the South Bronx from 1979. They were unbelievable, they looked like Beirut or Berlin. I became obsessed and there's this movie, Wolfen, with Albert Finney. ["A New York cop investigates a series of brutal deaths that resemble animal attacks."] It has all this footage from the South Bronx [circa 1981]. It's amazing.

Tribeca: So...what's going on with your muse [Phoenix]? He's wonderful in this film. It would be shame if he stopped acting.
JG: I think he's just tired. He's been acting for thirty years, and I don't think people realize that. During filming, I'd come to the movie set at 6:00 in the morning. The actors weren't due to set until 9:00 am. He'd already be there, sitting in a chair, and he'd have tears coming down his cheeks. I asked him, "What's up?" And he'd say, "I'm just preparing for the day." I think he's exhausted. And I think he's one of the best actors in the world.

Tribeca: How did you go about casting the women in the film? Do you read GOOP [Paltrow's new lifestyle website/email list]?
JG: Gwyneth, I had known her socially for a long time. My wife goes to GOOP, she loves it. I don't know the media image of Gwyneth. She has tremendous emotional intelligence and great sincerity. She is a fantastic cook. Made dinner for me and it was great.

In the past, we had talked about working together and she said, "I can't work for you. You do movies about guys with guns." I agreed. But by saying that, she essentially gave birth to the movie. I wrote the part of Michelle with her in mind. She's a very precise actress and she doesn't like improv. She gets it right in the first couple of takes. Whatever take it is, it doesn't matter, she's completely in the scene. As filming went on, she started to improv and Joaquin got more precise.

With Vinessa, there was a struggle to cast her. People were saying she's too appealing, she doesn't look Jewish. [But] her last name was originally Schwartz. The idea behind the film was that there's this person who's quite lovely, and he was blind to it and focused on someone who doesn't like him.

Tribeca: Even though Sandra's the safe girl, the family set-up, she's still a catch. I like how that's stressed in the film. Her father mentions that she has a lot of guys after her. She has dignity.
JG: She likes Leonard, and there's that line where she says, "There are all these guys, but you're different." I did not want to make a film that condescended to these characters. I wanted to make it with beauty and grace.

Two Lovers opens in New York on Friday at the Sunshine Cinema and the Clearview Beekman. Take the girl-next-door or the unattainable, gorgeous, unstable crush across the way.

Click here for other theatrical dates around the country.

See James Gray in person on Thursday, February 12, at 5:00 pm at the Apple Store Soho.