One of the great joys of directing a film is to work with actors, and when you make an ensemble film, you get to work with a lot of actors! But working with any big group of people — especially actors! — can come with a host of unique challenges. So, whether you’re making a blockbuster like the Russo Brother’s recent uber-ensemble Avengers: Infinity Wars or you’re making a web series in your back yard with all your high school drama class friends, many of the lessons are the same.

My current film, Bernard and Huey may sound like a two-hander, but it’s actually a well-apportioned ensemble film, with a range of fantastic actors like David Koechner, Jim Rash, Sasha Alexander, Eka Darville, Richard Kind, Lauren Miller Rogen, Nancy Travis, Bellamy Young and Mae Whitman. On the eve of its release, it’s worth remembering some of the lessons I’ve learned over the years.

1. Casting Your Ensemble

I’ve written extensively about how to find an A-list cast for a microbudget movie, and I’m happy to say that those tricks and workarounds that I wrote a few years ago still work just fine. In short, start the process with New York-based talent agents, then keep an open mind, be flexible, patient, make the agents think they’re coming up with the best ideas, and play the agents off against each other. The main thing is to set a start date and realize early on that the key to casting an indie film has much more to do with schedule and availability than it does with adhering to your Platonic ideals of your “perfect” cast.

Does that mean you should take whatever warm body is available on your shoot date? On the contrary. It means you have to be just as firmly committed to casting excellent and appropriate actors for the parts as you are with sticking to your date.

The nuances of casting an ensemble film are a little different than casting a small couple-in-love-on-a-train story. Casting an ensemble is like doing a puzzle. Sometimes you might find a great piece, but just haven’t found where to fit it in yet.

You might meet with an actor for one role, but then wind up casting them in a different part based on how they’re fitting with the rest of the cast, their schedule, or some other intangible element. Sometimes that’s your choice, and sometimes it’s a suggestion from the actor. Based on your meetings, see how flexible they are. An actor who’s pliant about where they fit into the production but knows they want to be a part of it in any way is probably also going to be more flexible on set, and more of a team player with the other actors once you start shooting.

The hardest person to cast is inevitably the first person you cast. Once you get one person “attached” to the film, that will give other agents and other actors the confidence to commit as well. Because of that, I like to give whoever my first actor is an extra perk: They get de facto approval over the rest of the casting. Now, this isn’t something you’re going to want to put in a contract, but is something to tell the agents, as well as the actors you’re meeting with. They should think of it as a signing bonus to make up for the fact you’re asking them to be the first on board.

These inaugural actors are taking a huge leap of faith with you, so you owe them the respect and patience for jumping onto your film early. You know — and hopefully they do, too — that you’ll have all kinds of setbacks in the ensuing months: You’ll lose financing, locations, other cast members, etc. But as long as you’ve got that first anchor player, the production will carry on.

On Between Us, I gave this extra “veto power” to Taye Diggs, and sure enough, he did in fact nix one person who was under consideration for a role, based on his prior experience with that actor. I trusted his judgement and we moved on to the next person. On Bernard and Huey, David Koechner came on board first, and I think deeply appreciated that I ran most subsequent casting options past him, at least for a cursory opinion. Remember, most successful actors have worked with countless more actors than you have, and if they’ve had a particularly good or bad experience with someone, you don’t want them to be shy about saying so.

2. Billing, Credits and Favored Nations

One of the thorniest issues to deal with on an ensemble is negotiating everyone’s deals. Ideally, if every part is the same size, you can just rely on “favored nations” clauses in your contracts, which just means that you are contractually obligated to treat everyone the same, in terms of salary, amenities, credits, etc.

Hopefully, you’re using one of SAG’s scale contracts (Low Budget, Modified Low Budget, or Ultra Low Budget). The nice thing about using these contracts with no additional bonuses is that your actors get paid strictly based on the number of days and hours they work. It’s never going to be about their gender, ego, fame, sexual preference or the color of their skin. One key to “diversity” in casting is to treat all your actors equally, starting with the same SAG scale for all of them.

But agents and managers like to flex their muscle and feel like they’re getting the most for their clients one way or another. Billing, or credits, are an area where they’re going to try to throw their weight around. Your safest default is always going to be using alphabetical order (but try telling that to Mae Whitman or Bellamy Young’s agents!). Another good tool to use is to take a hard dispassionate look at the percentage of lines and/or words each character has in the script. Fortunately, Final Draft has a handy tool to export these stats (Cambridge Analytica isn’t the only data-science game in town). So if you need to prove to an agent that a certain actor should go ahead of another actor, just show them the stats! Whatever you decide on for everyone, just make sure it’s all settled before your actors turn up on set or at rehearsals.

3. Get-Togethers and Garbanzo Beans

Over the last few films I’ve done, I’ve honed in on a great formula for rehearsals. If you can find three or four days before you start shooting, it can be immensely helpful. I like to do these at my house, around my big kitchen table. The good news is actors don’t eat carbs — and barely eat much of anything else. So make some plates of interesting roasted veggies and vats of ethnically-flavored garbanzo beans, and you’re set!

The challenge is that if you call it a mandatory rehearsal, SAG requires that you pay the actors. But if it’s an optional “get together,” you don’t. So how do you get these busy actors to show up? Taking a page out of game theory, you simply tell them all the other actors are coming. No actor worth their salt will want to be outshone by a better-prepared actor (instead of The Prisoner’s Dilemma, it’s the Actor’s Dilemma). On a practical level, you also should combine it with wardrobe fittings with your costume designer, whom you tuck into an adjacent room.

On Bernard and Huey, the actors who played the older Bernard and Huey (Jim Rash and David Koechner) as well as their flashback, younger versions (Jay Renshaw and Jake O’Connor) were there for most of the time. But for the rest of the ensemble, actors would drop in for a couple of hours at a time as their schedules allowed. Since we never had the whole team there at any one time, we never did a formal table read of the script from start to finish. Instead, we’d read through individual scenes depending on which actors were there.

One of the hardest things with an ensemble film is to make sure that all your actors are tonally making the same movie. But by having these rotating, overlapping scene rehearsals, it allowed many of the actors who didn’t have scenes together to observe or sometimes kibbitz on the actors and scenes that they weren’t in. It assured that by the end of the process, we were all making the same film in terms of pacing, rhythm and tone. It’s a fun system, and it ensures that all the actors feel like they’re part of a unified team, even if their ultimate scenes may only be with one or two other actors on set. As Lynn Shelton has said with her similar “get together” sessions, these casual meetings help build the trust and familiarity you’re going to need on set later.

Rehearsals serve another important pupose: They let the actors ask and discuss character or script questions at length without you worrying that your key grip is hangry for her lunchbreak, or your location is about to shut down when the restaurant opens at 4:00 PM and you’re still talking about “motivation” for an hour on set. Rehearsal time is free, so use it to let the actors get all their Stanislavski questions out in the open and hopefully answered while you’re casually munching on humus and carrot sticks.

Likewise, it’s a great time to play with the script, to improvise or do subtle rewrites. I always like to have my script supervisor in a corner writing down script changes, so when production starts, you can give everyone a nice fresh script. Especially on Bernard and Huey, where we had improv masters like Rash (a 20-year-Groundlings vet, and an Oscar-winning screenwriter for The Descendants) and Koechner (Second City, UCB, SNL), you don’t keep your stallions locked in the gate. Even though we were working with a script by Oscar/Pulitzer-winning legend Jules Feiffer, there were still opportunities to make the script breathe and inhabit the actors’ voices. (Thankfully, Feiffer, who owes his own theater career to Chicago’s Second City, too, has a healthy appreciation for improv.) Finally, the rehearsal process is a good way for you and your DP to get a sense of which actors or groups of actors can sustain scenes (which might make you want to shoot them in a “oner”), and which ones will be served better by traditional coverage.

4. Hair, Makeup and Harmony

Once you get to set, your actors are going to spend most of their time in their dressing rooms. Regardless of what you did or didn’t negotiate in your contracts, if it’s an indie film, you’re not going to have individual dressing rooms — much less trailers — for most of your actors. They’ll all be jammed into an adjacent hair/makeup room together in whatever loft or restaurant where you’re shooting. It won’t be ideal, but at least they’ll all be in the same boat together. Keep them happy, well hydrated and fed (no carbs!), and make sure your hair, makeup team and 2nd Assistant Director are all friendly people-persons. Inevitably there will be daily scheduling snafus, so you just need to keep everyone reasonably happy enough so they’re excited to start their scenes even if they arrived four hours too early.

On the other hand, some actors need or want their privacy, for whatever reason: To memorize their lines, to get into character, or because they’re breaking up with their husband on Twitter at the time. Who knows? But keep in mind, if an actor wants privacy, it might not just be about ego.

In general, when you have an ensemble team, there’s going to be a natural leader, or experienced elder among the cast. It might be the lead actor, or it might just be a seasoned character actor who’s there for a day. But whoever it is, if you keep this person happy in the “dressing room,” they’ll set a good example for the other, often younger actors. (For my 2004 real estate musical Open House, if we kept the inimitable Oscar-nominated Sally Kellerman happy, the rest of the cast would follow her example. On Bernard and Huey, Jim and David set the tone, both on screen and off. Koechner, in particular, is an incredibly gregarious fellow who was just as likely to have lunch with the 22-year-old PAs as he was with other actors sequestered in the dressing room. That attitude was priceless, and the rest of the cast echoed his magnanimity.

5. Don’t Bogart the Mics

I was lucky enough to have been mentored by Robert Altman, who among other things, was the first director to use lavalier mics on all his actors and record them on individual tracks. This gave Altman much greater creative choice in post-production. He told me bluntly, “Why trust the lowest paid member of the crew to tell me who I want to listen to? I’m the fucking artist.” But mic’ing everyone also empowered all his actors to feel free to speak over each other and improvise to fill in the gaps. In his case, because Altman often used a long zoom lens, the actors didn’t always know when the camera was rolling, but that sound might be. So they tended to just stay in character before and after takes. (I’ve found that even working with Altman alumni — like Kellerman — they’ve kept some of those good habits.)

One problem with solely using a boom mic is that actors who don’t think the boom is “on” them will drop their guard and stop acting as well as they might otherwise. But if you reassure everyone that their voices quite literally will be heard because of the lavs, they’ll all respect the scene equally and act their hearts out.

Technologically it’s now much easier and cheaper to mic and record everyone on your cast, but it does take planning. Make sure your sound “department” (sometimes just one person) knows that you’ve got a big ensemble scene lined up and has enough mics to go around. What you don’t want to happen is a situation where one actor isn’t mic’d and everyone else is. That’s a recipe for disaster: Sonically, creatively and in terms of group dynamics.

6. Ready for Your Close-Ups?

Likewise, actors will drop their guard if they think they’re not on camera. That’s one reason to start a scene with a wide or establishing shot: At least you’ll get one or two takes with everyone doing their best, much like you find in theater. But once you go into close-ups or over-the-shoulders, the off-camera actor might not always be giving your on-camera actor their best work. This is a point of endless tension among actors, and why the best actors give equally good performances regardless of whether they’re seen (or heard).

It’s axiomatic that most actors love their own close-ups. That’s when they can really emote and show their chops. Especially if they’re giving a monologue, they also know that they can always use that close-up on their own acting reel even if the rest of the film or the other actors suck. Figuring out when in a scene to shoot close-ups is another challenge: Some actors give their best performances in their first few takes, and others may need to ramp up, and give their best performances after multiple takes and set-ups. Some actors want to have their close-ups first, and others want to have them last. As a director, you’ve got to take all this in and decide scene-by-scene who’s close-ups to shoot first. Very often it’s a practical decision dictated by lighting or camera changes, but often it’s just a gut feeling that you should shoot this actor or that actor first based on performance, ego or sometimes just scheduling.

Of course, one way to get around these troublesome dynamics is simply not to shoot close-ups, or for that matter, any coverage at all. On Bernard and Huey, cinematographer Todd Antonio Somodevilla and I had done months of research looking at ’60s and ’70s films in particular. Based on the “look” that we were trying to achieve — and informed by a rehearsal process that showed us just how good our actors were at sustaining long scenes — we decided to shoot the film with a lot of long oners.

Part of this was also a practical consideration: I wanted to return to a set with a true single camera, and much smaller crew, than on my last couple of films which had been two-camera shoots. I also like to do a lot of “optical” zooms (really “digital” now) in postproduction, so we used a high enough resolution that allowed us to reframe extensively in post. Oddly enough, this was simply Alexa 2K for much of the film, which blows up surprisingly far while still holding resolution. We shot Super16mm film for our flashbacks, which we also blew up to a lesser extent. We also tried to choreograph the camera and actors in such a way that within a given four-minute shot, we sometimes went from a close-up to a 3-shot to a 2-shot. Consequently, the actors never knew exactly when they were in frame or what the framing would ultimately be in the finished film. That meant that all the actors needed to be “on” from beginning to end of a scene, and indeed they were!

7. Catch and Release the Actors and the Film

The ensemble approach doesn’t end at the wrap party. It’s important to keep all your actors happy and engaged throughout the long post-production, festival run and hopefully distribution process. It’s important to maintain your “favored nations” spirit long after the shoot has ended.

For example, invite all your actors to your festivals and screenings. Once there, make sure no one person dominates the Q&A — especially you. If an actor gets a chance to come to a festival or do a Q&A, let them shine and talk about their experience and their craft. Even if it’s a small regional fest, but an actor’s mom or dad happens to be living there, do what you can to have the festival bring that actor in and make their dubious career choice seem legitimate to their beleaguered parents.

The importance here is that when you really do need the actors to reach out to their social media following, or do press interviews to support your release, they’ll still feel they’re part of a true ensemble team, all working on the film together, and all staying on message. And if all goes well, they may even want to work with you again!