Writer/director James Gray made his first film Little Odessa (1994) at the age of twenty-five. The film, which starred Tim Roth, Edward Furlong, Vanessa Redgrave and Maximilian Schell, received critical acclaim and was the winner of the Venice Film Festival's prestigious Silver Lion Award in 1994.

Miramax Films released James Gray's second feature, The Yards (2000) starring Mark Wahlberg, Joaquin Phoenix, Faye Dunaway, Ellen Burstyn, Charlize Theron and James Caan in fall of 2000. The film was selected for official competition at the 2000 Cannes International Film Festival. Prior to "The Yards" and "Little Odessa", Gray attended film school at the University of Southern California. It was there that his student film Cowboys and Angels was first seen by producer Paul Webster, who encouraged Gray to write his first feature script.

As a child growing up in Queens, New York, Gray aspired to be a painter. However, when introduced in his early teenage years to the works of various filmmakers, including Francis Ford Coppola, Gray's interests expanded to the art of filmmaking. The Yards returned Gray to Queens where the story takes place.