 The movie was produced by Working Title Films and directed by Tom Hooper from a script by William Nicholson, Alain Boublil and Claude-Michel Schönberg with Herbert Kretzmer.The role of Fantine was played by Anne Hathaway for which she won the Academy Award for Best Supporting Actress.The film changed the ordering of some songs, and this song was swapped around with "Lovely Ladies", to place dramatic emphasis on Fantine's depression, after she has become a prostitute.