13 Steps to Directing Famous Actors in a Microbudget Film

Dan Mirvish directs Taye Diggs and David Harbour on set of Between Us Dan Mirvish directs Taye Diggs and David Harbour on set of Between Us

As I wind up my festival and theatrical run of my film Between Us, it’s gratifying to see the amazing reviews for our four-person ensemble cast, with critics using blurb-ready adjectives like “brilliant,” “razor-sharp” and “career-best” to describe the performances of Julia Stiles, Taye Diggs and Melissa George. David Harbour, in particular, just won the Best Actor prize at the Woods Hole Film Fest, and many reviews agree that he steals the movie in his breakthrough film performance. Naturally, all credit is due to the actors themselves. But a couple people nicely said that I couldn’t have screwed up the directing too much, or these performances wouldn’t have shown up on screen. So, to answer the question of how to actually direct fancy actors on a microbudget film, I’ve come up with a few suggestions based on my own experience:

1. Cast Well. When I was getting ready to make my first film, Omaha (the movie), I was lucky enough to get advice from two great directors. Harold Ramis, coming off Groundhog Day, told me to grab a pencil and write down these two rules: #1 “Hire Bill Murray” and #2 “Turn on Camera”. Wait, that’s it? Yup, he said. (When I saw Lost in Translation I finally understood what he meant.)

Likewise, Robert Altman, who became something of a mentor to me, reiterated his famous advice that 90% of directing is casting. As for the other 10%, that was up to me to figure out. I’ve already written extensively on how to get an A-list (ish) cast on a microbudget, but the question is what do you do between hiring them and turning on the camera?

2. Rehearse. Whether you’re making a $200 million blockbuster or $100 iPhone epic, it might be a good idea to rehearse your actors – especially if it’s a dialogue-driven movie. This sounds obvious, but it rarely happens, no matter what the budget.

For one reason, SAG says you have to pay actors for rehearsal. Of course, that’s only true if you call them “rehearsals,” do a formal call sheet and require the actors to show up. But, if you refer to them simply as “get-togethers” or “long lunches” and just say to each actor, “Oh, YOU’re terrific. YOU don’t need to be there…. but I think the rest of the cast is coming,” then trust me, they will show up.

On Between Us, this is pretty much what we told all our actors and their reps. It’s an ensemble piece about two couples yelling and throwing things at each other, and all four parts are essentially equal in number of lines and depth of character. If you’re getting serious actors who are doing the film because they want to do a substantive indie rather than a paycheck studio film, then there is no way these actors will want to skip out on rehearsals, only to be outshone on set by the other three actors. It’s a matter of pride, ego and craft. We bluffed with the agents and said we needed two weeks rehearsal. In reality, I thought maybe we’d get one week at most. But sure enough, all four showed up in my kitchen for rehearsal two weeks before principal photography! (Why my kitchen? Because my garage was already our production office and stuffed with our crew.)

3. Use Rehearsal Wisely. It seems obvious that rehearsal is a good idea, but really, a movie is NOT like a play. Actors don’t need to memorize more than a page or two at a time, and there’s always opportunity to rehearse on set or run lines during make-up. And if you rehearse ahead of time, it could be three weeks before you actually shoot some of the scenes. Depending on the film, you may prefer spontaneity over stale performances that could sound phoned in. So why bother rehearsing in advance – especially if you’re starting with great actors?

For Between Us, it turned out to be a great idea: Mainly to get the actors – who were all playing old friends – to develop a rapport together. They also all came to the material with very different acting styles and backgrounds, and the rehearsal period helped smooth out those differences and give the dialogue a consistent rhythm and pacing. David Harbour had originated the role of “Joel” some seven years earlier when Between Us was a hit play at Manhattan Theatre Club (in fact, based on his performance there, he was cast in a Broadway revival of Who’s Afraid of Virginia Woolf, where he picked up a Tony nomination. He can now be seen on The Newsroom.).

Playwright Joe Hortua and I had adapted his play into the screenplay, but most of the dialogue was the same. David knew his character – and most of his lines – inside and out. But there were subtle changes we’d made – in character, dialogue and structure – and obviously acting styles need to be adjusted between stage and screen. The challenge for the other actors was keeping up with David, while he adapted his own theater experience to this film.

4. Overlapping Dialogue. For all the actors, part of the challenge was getting them used to overlapping dialogue – something anathema to traditional TV and studio-level filmmaking. The play had built-in overlaps throughout, and my own style (influenced as it was from Altman) also favored overlapping dialogue. I knew that on set, each actor would have their own lavaliere mic going to an individual track (in addition to a back-up boom mic). I’d done this on my prior film, the real estate musical Open House (which had an even larger ensemble…plus live singing!), so I knew that even on a microbudget, this was still the way to go, even if it takes a little longer in post.

As Altman once told me, why trust the lowest paid member of the crew – the boom guy – to make artistic decisions about whom we’re going to listen to? “I’m the fucking artist,” he told me bluntly. Those decisions are best made by the director in post-production. The other big advantages are you get more naturalistic performances, you never have to do ADR, and your actors never know when they’re being recorded. They tend to stay in character longer and give you great nuggets of dialogue before and after takes. Whether you’ve got a tight, specific script as we had, or an improvised mumblecore film – overlaps are the way to go.

5. What’s My Motivation? When it comes to working with actors, you need to appreciate that there are no silly questions, but there are time-consuming ones. All actors – and especially the good ones sometimes – will have endless questions about their characters, motivations, and backstories. And that’s fine. They will give better performances if they feel confident in their choices. The problem is that on a low-budget film (or for that matter, on a network TV drama) where you’re trying to shoot nine or 10 pages a day, you simply don’t have time to answer these questions on the set. With designated rehearsal (or “get together”) time, you’ve got the luxury and patience to talk about the meaning of a single word, or what the character’s favorite color is, for hours on end. It may not objectively matter what the answers to these questions are as much as you’ve shown respect to the actors in talking about these issues and hearing out their concerns. And when you do finally come to set and the question comes up again, you can simply say “We discussed that in rehearsal – don’t you remember?”

6. Trust Your Scriptie. I’m a big believer in script supervisors. When you think about it, on any set, 98% of the crew is there to make the film look and sound good. But only the director and script supervisor are specifically focused at all on the editorial side of filmmaking (crossing the line, getting coverage, etc.). So when it came time for our rehearsals, I knew that we’d want our script supervisor, Shannon Volkenant, there with her pencil in hand. If there were any subtle dialogue changes – which inevitably there would be – Shannon would dutifully write them down. And right before our start day, she prepared the final version of the shooting script for everyone. But a good scripty is more than a dutiful stenographer. She (or he) is also your most loyal ally as a director. Shannon remembered every little discussion and nuance of rehearsal and the cast trusted her as much as I did to remember it all.

7. Encourage “Chemistry” Among Your Cast. We were lucky enough to score a deal with the Redbury Hotel – a new boutique-y hotel in Hollywood – to house all of our actors. They wanted to become the new Chateau Marmont, and we assured them of at least one celebrity suicide if things didn’t go smoothly. Sadly for them, things went a little too smoothly. The actors all loved the hotel, and we wound up actually shooting two-thirds of the movie there, too. So while we rehearsed in my kitchen for the first week, we transitioned over to the Redbury to work on what would become our actual set. The nice thing was that the actors were getting together on their own at the hotel and running lines and otherwise making chemistry together (some more than others).

8. Behave Like a Big-Budget Production. Just because you’re not paying your actors more than $100 a day (SAG’s ultra-low budget rate), doesn’t mean you shouldn’t treat the actors as if it’s a studio film. The nice thing about working with famous actors is you can actually get a lot of amenities (including actual cars!) for free for them if you know whom to ask. Use their celebrity status to your advantage and you’ll all be happier.

It’s axiomatic that actors don’t eat carbs, and in fact rarely eat anything at all. So you don’t need extravagant food, but it does have to be nice. My loving wife bought fruit at Costco and cut it up everyday for the actors (for rehearsals and gift baskets), and we even had a designated “rehearsal chef” for light lunches of fresh grilled veggies. I think we maybe spent $100 total for rehearsal food, but it was worth every penny. During production, I have no idea what the actors ate. They seemed to disappear at lunch break, and return happy, so I thought it best not to inquire.

Big budget-style courtesy was important throughout principal photography. You don’t necessarily need three-banger trailers for each actor, but you do need to give them all their own space to relax and gather their thoughts. That was one advantage of shooting in the same hotel where the actors stayed – they could always retreat to their own rooms if they wanted. It helped that we were scrupulous in abiding by our “favored nations” clause in the actor contracts that said we had to treat all four equally in all respects.

Your hair and makeup artists need to be professional and on top of it; that is your team who will ultimately spend more time with your cast than you will. A bad experience with supergluing eyelashes on one of our actresses on the second day of production led to tears (or at least would have, had the tear ducts not been glued shut). Appropriate staff changes were made and all was fine after that. In order to give our cast the impression that at least some of us were trained professionals and not just a ragtag troupe of students, interns and ne’er-do-wells, we brought in the occasional ringer. You know what’s cooler than having two Golden Globe-nominated actresses in your movie? Getting an Oscar-nominated documentary director to shoot their behind-the-scenes interviews. Yup, instead of some 17-year-old kid with an iPhone, I got my pal Adrian Belic (Ghengis Blues) to do the two-camera interviews on a separately lit set. (THIS is why I give Adrian a ride to Park City every year in my minivan… he owed me one.)

9. Block Scenes On Set. On the most basic level, directing is simply telling your actors where to stand, and telling your cinematographer where to put the camera. But on an indie film – with limited time, budget and locations – you’re lucky if you have full control over either of these elements.

No matter how much you rehearse, your actors will rightfully want to do blocking rehearsals when you get on set. There’s no substitute for a real location, with real lighting, props, costumes, cameras and a hovering crew. It’s almost pointless to even try any blocking during rehearsal itself. It took me a few (sometimes rocky) first days on set to figure this out, but ultimately we settled into a nice rhythm of clearing the set except for the actors, my cinematographer, script super, 1st AD, and myself. We’d run the scenes a couple times, figure out the blocking, then bring in the assistant camera and sound teams to make marks and take focus measurements.

This process isn’t that dissimilar, I imagine, to big-budget filmmaking. The differences are more subtle. On a studio movie, you’ve got time and trained personnel to move lights and cameras around quickly for every setup within the scene. Also, if you’re paying your actors big money, they might be more likely to stand where you put them. On an indie film, blocking is more of a partnership than a dictatorship. It’s not called a collaborative art form for nothing.
Working closely with Nancy Schreiber (my kick-ASC director of photography) before the actors showed up on set, we could figure out where were the safe places actors could go that wouldn’t require massive lighting moves later in the scene. Our primary locations were a big house (with lots of windows) and a small apartment (with almost none) – both of which presented their own unique challenges. Once the actors showed up, then it was a matter of delineating where they could go broadly, but leaving the minutiae of individual movements and gestures more up to them. The actors and DP all felt part of the creative process, and if they were all happy, I knew I’d get the performances and shots I needed, and still make our days (well, most of the time).

10. Use Multiple Takes as Your Coverage. The advantage of using name actors – and especially after rehearsing them – is that they tend to be incredibly good at what they do: In general, they wouldn’t have become famous if they weren’t good actors. They know their lines, they give you great performances, they take direction well, and they hit their marks. Inevitably, I was more than satisfied with our first or second takes with every set-up. Nancy and her top-notch crew (including many of her AFI students) nailed the camera and focus moves every time. And with five unique tracks of sound running on each take, I never worried about sound problems.
Actors, though, are by nature interested in trying different nuances to their performance and even if you as the director are satisfied, it doesn’t mean they will be. In our case, I knew that lighting changes were taking a long time, but camera changes weren’t. We were shooting two cameras all the time (REDs), usually with one on a dolly and one on sticks.

So frequently instead of a true third take, Nancy and I would make subtle camera changes: a slight dolly move, a zoom in, a focus change, etc. that might only take a minute or two to change up, but give us far more options in editing. Take 1 and 2 on Camera A might have been close-ups, but 3 and 4 might have been two-shots. Meanwhile, our B Cam could shoot reactions from one actor in the first takes and another on the next couple. So after four or five takes, without tweaking the lights much at all, we could have full coverage of a scene with a variety of performances to choose from. To make matters more interesting, we were shooting on 4K and knew that we’d finish in 2K, so Nancy and I could turn a 2-shot into a closeup in post if we needed to, almost doubling the coverage we’d shot.

11. Have Faith in Editing. It’s good to have a general sense of how you’re going to edit the movie before you start shooting. Are you going to have long shots with a “European” pacing? Then make sure you get the performances you like on set because you won’t be able to change them later. Or do you prefer a jump-cut style? Then get the variety you need from both actors and camera angles – even if that means intentionally making continuity changes.

My own druthers tend to be for a quick cutting style, where I prioritize the audio tracks over the visual. The rhythm of the dialogue dictates the picture (I sometimes close my eyes during editing and just listen to the audio. Other times, though, it’s napping). I think this probably comes from doing Omaha (the movie), shot on 35mm short ends – the cheapest way to get film stock for indies back in the ’90s. With short ends, you’d barely get a minute of useable footage on each take before hearing the dreaded film snapping in the camera and your 1st AC bellowing, “Roll Out!” And with that same movie, we cut the film on the Paramount lot using ’30s-era sync blocks and upright Moviolas (hey, they gave us the rooms for free). If you’ve ever cut a film that way, you get used to cutting audio first on the sync block and then checking picture on the Moviola. It’s the original non-linear editing system!

Given our multitrack audio and knowing my own intrinsic style, that also gave me more latitude on set with the actors. If an actor was giving me too many pauses (dramatic or otherwise), I knew I’d be able to cut out the gaps in editorial, and speed up the pace. Likewise, if an actor burned through the dialogue without pausing where I wanted, I knew I could always cut to reactions from the other actors and extend moments as I saw fit. I had neither the need nor the time to do 96 takes on a scene to get exactly the performance I wanted for my final outcome. Just because you have “endless” footage available on digital media these days, doesn’t mean you need to shoot endlessly. I think Martin Scorcese once called this “selecting” rather than “directing.”

12. Say Something to the Actors. I remember when I went to film school at USC, we had exceptional faculty who taught us every technical step of filmmaking we’d ever need to know. But learning how to actually direct actors was far more elusive. Once, Robert Zemeckis came for a guest lecture. At the time, he was definitely known as a cutting-edge technical director (Roger Rabbit) and brilliant storyteller (Back to the Future), but pre-Forrest Gump, he was not exactly known for his dramatic directing chops. But he’d just worked with Meryl Streep on Death Becomes Her and he was excited to tell us his secret to directing. We got ready to take notes. He said, “When I wanted Meryl to be happy, I’d say, ‘Meryl, be happy’ and she became happy! And when I wanted Meryl to be sad, I’d say, ‘Meryl, be sad!’ – and she became sad. It was amazing!” We were stunned. But two years later, Zemeckis won the Oscar for Best Director, so maybe he was onto something.

With Between Us I kept remembering that dubious advice that he’d imparted. What to say to actors between takes? I frequently went with the Preston Sturges/Billy Wilder/Kevin Smith method and just said, “Faster! Faster!” But actors don’t always like being gears in a stopwatch, so that wouldn’t always work.

They all respond differently to in-scene adjustments. With some in particular, I went with some variations of “great” and “super.” If I really liked a take, I went with “super-duper” (see Melissa George and Julia Stiles talk about this in the video clip below). For others, we’d talk more about backstory and recall those questions from rehearsals. Some begged for more takes, even when they weren’t necessary, and others declined them when they were. One refused to be touched.

13. Methods to their Madness. Every actor brings a different creative process to your production. With Between Us, that was very evident. We had one actor who was so “method” he (or she) would hide in a corner until he (or she) heard “action” and then storm onto set fully in character. Other actors were jovial with the crew and chatting away one second, and then could turn into character at the drop of a hat. We even had one actor whom I thought was completely happy-go-lucky off camera, but only a year later I found out that their personal life during the shoot was in such turmoil (closely paralleling our script), that they were probably the most method of all the cast even if we didn’t know it and they didn’t want to be.

Especially when you’re making a dramatic film with characters throwing such vitriol at each other on a daily basis, it’s hard to have a “happy” set all of the time. Honestly, making a musical comedy is way more fun! But as my pal, director Kevin DiNovis, reminded me every day after I’d call him in a panic after wrap: “It doesn’t matter if an actor is yelling, you’re yelling; he’s crying, you’re crying – what matters is are you getting great performances in the can?”

At the end of every day, I’d ask myself that question and know that we had. The film gods had given me this extraordinary gift of four amazing actors who were delivering the performances of their careers. Creating the conditions for the cast and crew to do their best, and having the confidence to know when that’s happening, might be the 10% that Robert Altman was talking about.

After 22 festivals and a 50-city theatrical release through Monterey Media, Dan Mirvish’s award-winning film Between Us, starring Julia Stiles, Taye Diggs, Melissa George and David Harbour, is currently available on VOD, iTunes and DVD.

Directing the Actors in BETWEEN US – Behind-the-scenes excerpt from dmirvish on Vimeo.