<P> Andrew Melville Hall in the University of St. Andrews was the setting for the Dover Recovery Centre . Nearly thirty film extras, film producers, and location scouts had to wait several hours for the sun to set so they could film the scenes there . The restaurant scene, which is featured in the trailer and in promotional screenshots, was shot in the Regent Restaurant and Coffee Lounge in Weston - super-Mare in April 2009 . Chiswick Town Hall, a dark building in London, was also used as a shooting location . The scenes where the Hailsham assemblies were held was filmed at a school in Snaresbrook, called Forest School, in May 2009 . Ham House, Richmond, was used for filming mostly exterior scenes at Hailsham School and a couple of interior scenes . </P> <P> Romanek described working with child actors and "knowing that the first act of the film was going to have to be carried by 12 - year - olds" as probably the most difficult aspect of making the film . He said that most of the rehearsal schedule was devoted to ensuring that the first act would be good . At rehearsals, the film - maker would have the younger actors observe the older actors practise the first - act scenes . This had a double purpose: the older actors would have a memory of having played those scenes, while the child actors would get a better idea of how a more skilled actor would play their part . Romanek would then mix and match the actors (for example, Mulligan would do a scene with the child playing the younger Tommy). He also had them spend time together doing things like playing and talking . He took them to the school location and let them play games together so they could get a better idea of the layout of the place . </P> <P> According to Mulligan, a problem during the production was that her role required her to drive: at the time she did not know how to drive or have a driver's licence . She did a two - week intensive course to learn how to work a manual gear change so she could eventually film the driving scenes, but failed the driving test . "I'm really bad at it", she explained . "(I have) no hand and eye coordination ." The production team ultimately had to shoot the scene on a private road, where she was allowed to get behind the wheel . The director had a hard time making Knightley look plain in the film . He tells in an interview: "It was difficult . She was eager and happy to do it because the role called for it . But even at her worst, Keira still looks astonishing". </P> <P> When accessing the very deep emotions called for by her character, Mulligan stated, "I really took my cue from the book". She noted that her role did not require her to have much to say, because Kathy was more of an observer throughout most of the film . She recalled that "every time I was in a scene where I wasn't quite sure where I was going with it, I would go to the book and read through the lines because she's unreliable, in that much of the time she's not being truly honest with herself or the audience ." The young actress said that her friendship with Knightley made their scenes together easier because they would both regard each other's comments helpful and would not feel "insulted or hurt" in discussion . </P>

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