When the first trailer for Todd Haynes’s Dark Waters dropped, reactions were unprecedentedly tepid: what was this anonymous-looking crusading lawyer thriller? Was this really a recognizable Todd Haynes movie or, for the first time, a feature-length paycheck gig? From the get-go of the now-released film, Haynes and longtime DP Ed Lachman are certainly operating in their distinctive visual language, shooting, as with Carol, in Cincinnati, playing itself this time rather than period NYC. In the 1975-set prologue, a group of night skinny-dippers dive into local waters adjacent to a DuPont plant only to be chased off by company patrol. The camera bobs and weaves just under the lake’s surface, raising connotations of another archetypal image of 1975: this time, the camera isn’t the shark but the water itself, a toxin-clogged reservoir waiting to poison everyone in town.

The script, credited to Matthew Michael Carnahan and Mario Correa, is not the best — survivable, not debilitating — but Haynes directs circles around it. Anyone familiar with Haynes’s visual style will certainly ID this as his work: the zoom lenses, slow and ominous pans through small interiors, et al. are entirely in keeping with precedent. Still, I’m mindful that directors often ding critics for overreading their work, ascribing intentions and reference points that had nothing with production realities or anyone’s thought process. If we’re being honest, I’m often inclined to agree with that directorial critique — but with Dark Waters, so many connections were raised in my head while watching that I have to roll with it.

Mark Ruffalo plays Rob Billott, a Cincinnati-residing chemical company defense attorney who, in 1998, was drawn back to his small hometown of Parkersburg, West Virginia. His grandmother’s neighbor, Wilbur Tennant (Bill Camp), was convinced that there had to be a connection between long-standing Good Corporate Neighbor DuPont and the fact that his livestock were dying en masse after decades of peaceful pasturing. Billott agreed to take on the case and found himself slowly sorting through inordinate amounts of paperwork obtained during the discovery process. Once he’d gone through it all, the conclusion was sad but not particularly surprising: taking advantage of industry self-regulation in terms of which substances to disclose as toxic or not (a decision left by lax regulation to the companies themselves), DuPont had deliberately dumped PFOA-8, a chemical they knew to be toxic (but not reported as such to the FDA) into local land for decades, poisoning many animals and people to death. The implications inevitably reached further: PFOA-8 was key for manufacturing Teflon, leading to mid-aughts hysteria about potential widespread poisoning via non-stick cookware. 

None of this corporate malfeasance is particularly surprising, and the plot unfolds along fairly familiar lines: man vs behemoth, the awakening of long-dormant conscience, a fight for justice and so on. What is surprising is that Billott and his firm, Taft Law, stayed more or less on the same page throughout: they genuinely couldn’t believe that a massive corporate client (albeit one that wasn’t theirs) would deliberately and cynically lie, endangering mass health for temporary profit. Once they realized this was true, Billott had Taft’s support: since they believed the System basically worked, if there was a truly bad actor involved it was important to take action, lest people lose faith in the entire corporate capitalist enterprise. This is kind of hard to believe, but I suppose it’s true, and it’s the kind of gullibility I can only say isn’t surprising from a group of white men insulated by wealth who probably didn’t want to think too hard about any of their industry’s ethics but were, unexpectedly, compelled to.

The connection with Safe is obvious: what if Julianne Moore were right and literally everything was poisoning her? The casting of Mark Ruffalo works on two levels, riffing on his oft-expressed liberal political concerns while also resonating with his casting in Zodiac: here, he’s the one conducting a labyrinthine, potentially never-ending investigation rather than merely receiving occasional updates about it from the only other person on the case. (More meta-casting: Tim Robbins, another similarly outspoken liberal, and one who often revels in playing against his image by embodying various slimy master-of-the-world types, is here as Billott’s boss, Tom Terp, who moves from skepticism to full support.) The third reference point is, perhaps, the saddest: Dark Waters kicks off in 1998, the year of the release of the other big true-story dramatization about an attorney filing a lawsuit against a company that deliberately and cynically poisoned a town’s water supply with full confidence nothing would ever come from their actions. A Civil Action’s timeline kicked off in the ’80s; we are now even further from 1998 than that film was from the starting date of the actions it depicts, and assuredly things have gotten (and will only continue to get) worse. The day I saw Dark Waters was no exception: that morning, Boeing CEO Dennis Muilenburg appeared before Congress to testify about the crash of two 737 MAX planes that killed 346 passengers and crew, in part because of a defective “anti-stall” component that wasn’t reported to regulators (themselves too close to the company) despite the company knowing there were problems. Muilenberg’s mea culpa was, at least, startlingly direct as to the limits of corporate responsibility: “We don’t ‘sell’ safety, that’s not our business model.” 

I made one more over-interpretive leap with the film which, in the first two questions and answers below, Haynes effectively rejects — still, I can’t unthink it, and I’ll let it stand for the record. Dark Waters is out now from Focus Features.

Filmmaker: The night before I saw the movie I went to a Flaherty Seminar screening of shorts, one of which was of a glacier falling apart in 1925. A film scholar, Jennifer Peterson, was reading an essay over it and said: “We should be wary of narratives that center the lives of privileged people who are contending with existential threats for the first time. To cite just one counter example, it’s important to remember that for the indigenous peoples of North America, the apocalypse already came 400 years ago.” I thought about that while watching your movie, because it seemed like the casting was the opposite of color blind: The placement of people of color almost exclusively in non-speaking roles as service people, which is very conspicuously foregrounded in the framing, and the fact that the one person in the room who objects to taking on this case [lawyer James Ross] is a person of color. In the press kit, the actor, William Jackson Harper, says that his character was seeing it from an ethical POV — that the firm would be going against the interests of the clients they serve. But it struck me that it was possible that he’s not impressed by the fact that all these white people in the room are discovering a conscience for the first time which will endanger his personal bottom line. In the crusading-attorney-versus-whoever subgenre, the protagonist rarely makes the larger intersectional leap from “it’s not just this one thing that’s fucked” to “everything is fucked in the same ways.”

Haynes: In a way, it’s really about Wilbur Tennant: this farmer, the person with the least cultural impact, hardly a predictable hero to take on the systems of power. Nobody’s set up as an expected challenger of the status quo. They are all in bed, particularly in Cincinnati: these lawyers are people fully ensconced in systems of power and serving the industry as it is, however much you want to say, “Rob believes that there is a kind of idyllic co-existence between regulatory systems and industry, and he’s there just to solve superfund legislation and find that place where good actors can come together on both sides, or represent the needs of regulation and have the self-regulation of industry work.” All of a sudden, they stumble into something that he was ill-prepared for, as was Tom Terp. I liked how murky every aspect of all of the participants of this network of codependent people are. Particularly when Tom Terp makes that speech at the partners meeting and says, “To hell with them” — many audiences, maybe not in New York, applaud after that speech, like that’s what they’ve been waiting for. Well, the speech is basically a way of saying, “Let’s maintain the integrity of our business culture by inserting a sense of ethics into our criteria, that we have limits. We’re not going to go as far as people think. We actually can say no.”

There’s no simple, clean or unsullied kind of example of standing up, except for what Wilbur Tennant saw from the very beginning in his cows and farm. [He] had a weird sense that there is some kind of justice that’s going to come out — well beyond the cynicism of a Rob Bilott or a Tom Terp, knowing what a force like DuPont is going to throw up at every turn. Wilbur was like, “People are going to find out about this.” And he was right. They did. But what we don’t have is that scene you expect in these kinds of movies, where the good old Appalachian farmer turns to the lawyer and says, “Thank you, Robbie, for everything you’ve done for us,” and we, the middle-class white audience can all feel happy and redeemed that Rob got approval. It doesn’t happen in this movie because it didn’t happen to Wilbur Tennant. He didn’t live to see it.

Filmmaker: So was I way off base about the racial elements? It sounds like you’re saying that that wasn’t really on your mind.

Haynes: Well, I’m sorry. I was diverting it more to a description of class, I guess, than of race. Look, there were no black partners at Taft. That was the liberty we took. I thought there would be soon after the bracket of these years we’re looking at at Taft, and women partners. We imagined this guy worked really, really hard his entire life and got a great law degree at Harvard or Yale. Maybe he was the first one out of his family to do so. He ends up at a prestigious white-shoe law firm in the Midwest, and there are very few African Americans living in Cincinnati — well, that’s not true. There are plenty of them, but none of them working at Taft Law, and that area [where they are based] had not been refurbished. Now it’s the trendy part of the city.

Filmmaker:  A lot of this decade of work for you has involved a scaling-up element. The New Yorker profile that just came out mentions that this was your first time actually doing development with a studio.

Haynes: It’s really just been three examples: HBO with Mildred Pierce, Amazon with Wonderstruck and Participant with this. But, this is the first time I entered into a relationship with a studio that was developing [a script] themselves and brought it to me. That said, the first draft of the script, I felt, was early and fast. By the time I was able to even think that I could do this movie, Matthew, the first writer, was busy making a movie of his own, so it was an opportunity for me to bring in a new writer, start a little fresh, go to Cincinnati and West Virginia, meet all these people firsthand and begin fresh research on the project. It was all happening very, very quickly when I came on, and we started way more from scratch than we expected. I didn’t write it, but [the draft] came out of the discussions that we had really fast, within a couple of months of the first visit. But it’s hard, and there are still limits to financing and schedule imposed from studios.

This was not one of the biggest budgets I worked with; [it was] probably the smallest of those examples. I was getting to know a new company that had just had a departure of a central figure, Jonathan King. I think they were figuring out how to fill that gap. But, since we were so rooted in Cincinnati and the real people involved in this story, there was a nice way to escape and find our own way through it. It was a city I’d worked in before and enjoyed working in, but this was a story about that city itself. So, in all those ways, I felt I could focus. It was just, as I keep saying, a fast go. We really only started that research in June of 2018 with Mario, then a script emerged a couple of months later. That’s July. We were in pre-production by fall of 2018. We were shooting by January of 2019, and now the movie is coming out in a week.

Filmmaker: In one of the first conference room shots, you’re tracking left to right very slowly, and it creates this thing with the hanging shades—

Haynes: Strobing, almost, yeah.

Filmmaker: Conference room shots are hard because they’re boring, and that’s a nice touch. Did you find that on set?

Haynes: Yeah, we found that on the premises. The architectural elements we shot in Taft Lofts. We built the conference room and Rob’s office. We found a gutted floor, like 10 floors above the actual Taft offices, which was like a miracle. It was like having a soundstage that looked out onto the same skyline, that had the same jagged right angle façade of the building, the same weirdly dissimilar window sizes. Those triangular rooms had the frosted glass striped partitions, that had little window strips at the top of floating walls which broke corridors. Sometimes it’s hard to actually read it in the movie, but with these 45 degree angles, there were no 90 degree walkways in much of this place. You turn around in a revolution and see five different angles coming at you. So, there’s this labyrinthian thing going on, and it created surprising pockets of really dark shadow and then shafts of light coming from windows, and a sense of never being able to see around the corner. That was true even through the views of the skyline itself, where buildings in the way would block and reveal glimpses of the Ohio River.

Filmmaker: You’re really attentive to the way that light goes through windows and works in interiors. Something that’s driving me crazy right now is watching digitally-shot stuff where nobody sculpts the light coming through the windows. It’s all white heat, it’s nothing.

Haynes: Oh, I know. There are a lot of driving scenes in this movie, and we were shooting through winter and thinking, “Oh god, the movie takes place through all these different seasons through all these different years.” People were starting to say, “You really should do it digitally. It’s the best way to shoot car scenes.” For literally, like, a second, Ed and I considered it and talked to some digital guy. Jarmusch had just done it [on The Dead Don’t Die], Fonzie [Affonso Gonçalves] had cut [it], and it had problems with the registration of the images that were collected to be placed green screen through the window. We said “fuck it” and shot it all live. You get this unbelievable play of light on faces. Those shots of Rob that we used at the very end of the movie in super tight profile, when he’s hearing the news of the medical monitoring result — we’re at dusk and stayed in extreme close-up. The shadows, the reflections from the outside cutting through, the color on his face and the light hitting him through the windshield, and what was happening behind him was a subtle, muted, gorgeous dance of dusk color. We have so much of it in the movie and it’s really beautiful, so I was so glad we stuck to the real and ended up having the sets that looked out onto the actual skyline.

Filmmaker: You’re making a period film that, for the first time, unfolds during the bulk of your career, from basically Velvet Goldmine to just after to Mildred Pierce.

Haynes: It’s funny how absent one is from one’s own period of life. I feel like a collector of the specificity and detail of a period that I didn’t live through. I remember talking to my grandparents and saying, “I’m getting really obsessed about the ’40s or ’50s,” or something and saying, “Was it like that?” And they’re like, “I don’t know. I don’t remember.” When you’re in it, you don’t really think about the hairdos and the cut of the clothes. You learn it through the photographs, through the relics that survive of those times. I’m just like, “What was the music people were playing on the radio during this time?” It’s like fresh research. You were researching even things you live through. And that’s okay, that’s great. That’s what movies are. It’s the limits of what you see that tell you where you are.

Filmmaker: I heard your second-unit crew went and got external shots of DuPont without a permit.

Haynes: No, they did have a permit. This was a long, complicated process. Mario and I drove right into the Washington Works parking lot when we were first there and were immediately met with two security guards. They were very intimidating and said, “What are you taking pictures of? Why are you here?” Also they said, “This is owned by Homeland Security,” which is such a crock of shit.

We had a permit for the road they didn’t leave to shoot from. Our guys got three pans—only one of which was usable for the movie—where we planned it out. We’d gotten the permit for the street. We’d gone to the Mayor of Parkersburg to make sure we did it all right. At one point they were going, “Well, we’ll have to do it in CG.” And I was like, “No way. This is Washington Works. It’s so specific. It’s right there. You can see it from any side of the road that you’re on, it’s so massive. We have to get the shot.” So we did.