Ryan Gosling and Michelle Williams are set for the indie drama “Blue Valentine.” Filming is under way in New York and Pennsylvania.

Gosling and Williams play a couple whose marriage is failing. As their relationship hits the rocks, they recall better days. Derek Cianfrance, Cami Delavigne and Joey Curtis penned the script; Cianfrance directs.

Pic is financed by Incentive Filmed Entertainment.

Mike Vogel, John Doman and Maryann Plunkett round out the cast.

Silverwood Films’ Lynette Howell and Hunting Lane Films’ Jamie Patricof and Alex Orlovsky are producing. Trio were also producers on the Gosling starrer “Half Nelson.”

William Morris Independent and Endeavor are co-repping U.S. distribution rights, and Hyde Park Intl. is selling international territories at the Cannes Film Festival.

Formed one year ago to produce and finance films under $15 million, Incentive recently completed the Don Roos-directed “Love and Other Impossible Pursuits.”

Gosling will next be seen starring with Kirsten Dunst in “All Good Things,” and Williams will next be seen in the Martin Scorsese-directed “Shutter Island.” Cianfrance previously directed “Metalhead” and “Brother Tied.”