They call Lynn Shelton an actor’s director. Who’s “they”? It’s a prevailing sentiment in virtually everything that’s written about her and justly echoed by the proud Seattleite’s many collaborators, time and again. Take Jake Johnson—Shelton directed a handful of New Girl episodes—who glowingly and literally told Anthem, “She’s an actor’s director. She gives you a lot of freedom. You’re not just brought into paint by numbers.” It doesn’t take much more than simply watching one of Shelton’s seven features—notably her debut Humpday or her masterwork Your Sister’s Sister—to convince. The Shelton model, which privileges actors, has magic in it and it’s no small wonder that her ensembles are always uniformly great. Her new film, Outside In, is no exception.

Outside In is about two people desperate for companionship and teetering on the edge of bad decisions. When we meet Chris (co-writer Jay Duplass), he has just been released from prison after being incarcerated for two decades for committing a vague crime. Now 40 years old, the only person he’s really eager to reconnect with on the outside is Carol (Edie Falco), his former high school teacher with whom he had stayed in touch with on the inside. Carol has her own problems: mainly, her loveless marriage. Chris is an escape from the mundanity of her life, but he also threatens that same stability. Shelton explores their awkward, quasi-romance through a series of whispered conversations and confrontations about whether or not they stand a chance together.

Outside In hits select theaters on March 30.

My love affair with your movies really started in earnest with Your Sister’s Sister. If you like to watch performances, it’s a gold mine. I remember Mark Duplass telling me that every moment on that was improvised, working from a treatment. I’d imagine it was quite different with Outside In, which you co-wrote with Jay. Was it a fulfilling experience for you?

It was! Very creatively. I’m so pleased with the result of it. I came to Jay with the idea because I wanted to work with him as an actor. He immediately said yes and he was super involved from the start creatively. It was in my hands at the very beginning as a treatment and when it turned into a script, we started trading the draft back and forth. It very organically evolved into a true co-writing situation. We didn’t really improvise [on Outside In]. I recall times when Edie, Jay, and I would feel like what was on the page wasn’t quite working so we would sort of tinker with it until we got what we liked. Then we would stick to that new script. So we did a little bit of rewriting when necessary on set, but generally, it was pretty well set beforehand.

Have you always been drawn to the actor first and foremost?

Yeah! Definitely. I mean, I recognize that it’s really all about the actor. You can have the most beautifully designed and lit and the most gorgeously shot film with the most exquisite use of music, but if the writing and the acting doesn’t work, you’re screwed. It’s all about performance, it really is. Obviously, I’m in love with cinematic beauty as much as the next person in every language of the cinema, but I really do feel like the actor is the center of it all. If the performances don’t come together, you have nowhere to go. You don’t have a film.

Outside In explores the fleeting and changing nature of human connections. It’s also about prisons: literal prisons, the way we feel trapped in circumstances and places, and the prison of our own minds. What set you on this narrative path for your seventh go around?

It was a combination of trying to find a role that I thought would stretch Jay in a direction he hadn’t yet given the chance to do, as well as the relationship. I’ve always been drawn to out-of-the-box relationships that wouldn’t be sanctified by society, let’s put it that way. If you look at Laggies, I’m drawn to that script because it concerns a 28-year-old woman who’s genuinely friends on a certain level with a 16-year-old girl. It just feels like it shouldn’t be true, but it is! People are human and we sometimes find ways to connect against all odds or expectations. I love the idea of this deep, intimate love developing between two people from different walks of life, different times in their lives, over the course of 20 years. With Outside In, there was a lot of letter writing between them, but not much else. There were a few phone calls, a couple of visits, but really, very little opportunity to see each other in person, much less touch. Yet, this true soul connection occurs and a deep romantic love ends up being engendered between them. I love that idea. The specificity of their circumstances allows for this very special connection. So it was a combination of the relationship that I wanted to explore and this character that I would love to see Jay play. Then his character’s experience of actually trying to re-enter society became more and more interesting to me. I realized that, if this guy goes to prison at the age of 18, he’s basically a boy interrupted. When he gets out, he’s sort of drawn back to the skate park and drawn back to his little bike. He really carries himself like an adolescent in some ways, and yet, his aging process has accelerated. He’s been traumatized and turned into this hardened, paranoid human because of prison. It’s a really interesting dichotomy for a guy to play. I think Jay really pulled it off.

I love the scene where Chris has trouble working a program on the computer. He missed out on a lot while locked up, during a really important transitional period for technology. There’s also a scene where Hildy [played by Kaitlyn Dever] explains to him that it’s archaic to use the word “retarded,” so the issue bleeds into our changing social cues as well.

I wanted enough of that in there so you got a sense of his struggles, but not make it all about that either. It’s always about finding that balance. It was fascinating territory to work in, for sure.

I read somewhere that Edie Falco was the last piece of the puzzle before filming began. Was that a particularly worrying time for you as a filmmaker?

Sure! I’ve had that happen in the past. The most traumatic experience I had was probably on Your Sister’s Sister when I lost the actress who ended up being replaced by Rosemarie DeWitt. We lost the previous actress literally days, less than half a week, away from when we were to shoot.

Wow. You can laugh about it now, I guess.

[Laughs] After going through that trauma and having it come out fine—more than fine—in the end, I’m less panicky. It’s amazing how many times that’s happened to me and it ends up coming around to being the person that it was exactly meant to be. It’s really crazy. It really truly happened again in the case of Outside In. I can’t imagine anybody else in Edie’s role. She just killed it.

It’s hard to believe that about Rosemarie because she did league-of-her-own stuff.

I know, right? I know! She totally owns it. I know it’s insane. We had this huge backstory for the character that I was able to share with her, which was great. She and I talked about it and then she came in and just owned it. I had her and Emily [Blunt] staying in the same house. They stayed up all night and bonded. It’s a tribute to how incredible those actors are.

You’re one of those special breed of filmmakers out there where I watch one of your movies and I know with infinite certainty that you’re the keystone of that project. You’re also an actor yourself. I wonder if there’s much of a difference between how you like to be directed versus how you direct your actors.

Well, I started as an actor in theater. I think the main thing that instilled in me as a director is empathy because I know how hard it is. If somebody does offer me a part in a movie, I’ll take it if I can because it keeps me connected to that empathy. I always say that everybody is working their asses off on set and nobody has a harder job than the actor. The people who make it, who are the best at it, make it look like it’s nothing. They make it look so easy and so you forget! It seems like they’re just “babies” and I think people can forget just how difficult it is to do what they do. The emotional availability that they have to bring to this very artificial environment with all these people hanging around, pointing at them and looking at them with all this equipment, and doing the scenes all out of order—“Where are we in the movie now? Where am I emotionally?”—all of that is so technical and so crazy. I want to create this emotionally safe environment as much as possible for them to take the risk of opening up their hearts and their faces and their eyes. Even the good actors need that. You’re going to get the best performances out of people if you allow them that very safe invisible container to play in.

That truism of directing being 90% or 95% or 99% casting is really kind of true! If you find the right people, create the best environment, and give them everything they need—“This is who you are and your backstory”—they’ll take care of the work for you. Whether we’re improvising the dialogue or actually coming from a script, you still need to have all of that lined up for them. But if they want to bring a lot of that themselves, all the better because it will fit them even more like a glove. Then it’s just a matter of adjusting and giving them little nudges here and there.

It’s different with everybody. Everybody has a different process and it’s fascinating. I’m drawn to a number of different ranges of people: highly trained people who have one kind of process to other people who are a bit more natural actors. Marc Maron is a great example of an actor I love directing because I feel like it’s a certain kind of collaboration. It’s really different than an actor who’s more highly trained like say his co-star Alison Brie [Lynn directed Maron and Brie in an episode of GLOW] or Edie Falco who has a little bit of a different way in, you know? Jake Johnson is a great example of somebody who’s a combination. He’s a very good technical actor, but he’s also really loose and improvisatory. I love finding the style of each actor that I’m working with and then help them unlock their best performance.

I think most people eventually discover the kinds of movies that they really like to watch and admire, whether that’s arthouse, a certain movement in cinema history or specific filmmakers that really speak to their sensibilities. When did you discover that for yourself?

There were early moments I remember being struck by, seeing film as an art form that moved me on this sort of visceral level, and something that I wanted to take part in the creation of. The two that leaps to mind are Jules and Jim and Stardust Memories. I saw a lot of Woody Allen, but that one really comes to mind. Stardust Memories didn’t do well at the time, but I think it’s worth a rewatch. There are so many interesting things that he plays around with. The one scene that really had a huge impact on me is this flashback scene where Charlotte Rampling is in a mental hospital. It’s a close-up on her in this very simple way. They could’ve shot it anywhere, but you know she’s in a mental hospital from the context of her dialogue. There are these jump cuts of her and she’s looking right down the barrel of the lens. It’s a direct address to the main character. I found it so affecting and so interesting. It’s a really beautiful, suggestive moment in filmmaking.

Again, it was a similar sort of thing in Jules and Jim. There are a couple of moments where, all of a sudden, it freeze frames on the middle of a laugh or something and then it continues. I remember my heart just stopping like, “Oh!” I became aware of the filmmaker, you know? I was aware of the creation and how you could elicit somebody’s reaction.

You’ve seen all sides of TV over the years, directing a wide variety of shows like Mad Men, The Mindy Project, Fresh Off the Boat, GLOW, and more recently, Love. What have you learned in TV that you don’t necessarily learn working in film?

It’s funny because my original concept was that I would do an episode or two of television here and there to sort of keep the bills paid and I would be able to keep making tiny movies. There were these four years between working on the set of Laggies and Outside In. I was always trying to make movies, but it just never quite came together for various reasons. When I finally got on the set of Outside In, I was really struck by what a different filmmaker I had become. I just felt more at ease and more confident. I realized it was because I had been on set constantly. Just getting your directing muscles exercised and being on set all the time when you do a lot of TV is incredible! With each episode of everything I do, there’s always some challenge, or five or ten, that I never would’ve set for myself. I would’ve been too chicken shit to do it. [Laughs] I did an episode of Shameless and there’s so much stuff, including a car chase, a car crash, and a baby being born on a kitchen table. It’s insanity! It’s just one after another. I learn so much on every single show. GLOW is the same way, having to cover 15 people in a scene. How do you take their bodies and the space and make it seem natural? They’re all in a locker room and you don’t want to make it look weird and staged and statuary. The crews I’ve worked with, the casts, and these amazingly smart writers—I cannot say enough nice things. And the quality of television? I’ve been so lucky.

I’m being totally sincere when I ask you this: What do you think is the best way to approach the inevitable #MeToo questions? From my experience, some people are really eager to talk. Then some people don’t want to be subjected to the questions, for a variety of reasons. Some people think men are not brought to the mic enough about the issue. Then some people want men to talk less on the subject. It’s a really touchy thing to navigate.

The thing that’s most encouraging to me is just the fact that we’re talking about it. I was with a bunch of women in the industry the other night and we were sharing stories about calling people out for bad behavior. Specifically, about how this one guy got called out for his bad behavior, but then just started reverting back to similar behavior not long afterwards. Will men just go back to behaving badly? Some people will never stop behaving badly because, the more transgressive it is, the more drawn they will be to the behavior. The main thing that’s different now is that women know, or hopefully getting the message on a systematic level, that it’s okay to call them out on it. It’s okay to say, “This is not okay.” The cultural shift is really important. It’s important to not swallow and just accept that this is the way things are. I’m hoping that young women who get into circumstances like that will know that they will be believed. They will be heard. It’s important to stand up for themselves. I think talking about what’s acceptable and what’s not acceptable is the most important thing. Let’s hash it out! Keep the conversations going. Don’t let it die off.

Are you working on another feature right now?

I am! I can’t declare anything yet officially, but there is one coming up. The main thing I can say about it is that it will definitely be a comedy. [Laughs] I specifically wanted to give myself permission to go in the other direction after [Outside In].

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