An Olivier Award-winning success in the West End and a Tony Award-winning one on Broadway, the musical adaptation of Roald Dahl’s Matilda now arrives as a toe-tapping motion picture, with addictive song-and-dance numbers meant to be streamed over and over again. The key plot details from Dahl’s book (and Danny Devito’s 1996 crack at the material) and characters remain: the title character (Alisha Weir) is a charming young girl with a great imagination and special powers, something that comes in handy once she’s sent to a grade school run like a military bootcamp by the demonic Miss Trunchbull (Emma Thompson). Disavowed by her neanderthal-like parents, the Wormwoods (Stephen Graham and Andrea Riseborough), Matilda befriends Miss Honey (Lashana Lynch), a kind teacher with a rough upbringing of her own, and plans a student-led revolution against Trunchbull.  

As Artistic Director of London’s The Old Vic, director Matthew Warchus is no stranger to directing for the stage, nor is the task of adapting different source material into a musical foreign to him (in addition to their collaboration on Matilda, Warchus and composer/lyricist Tim Minchin turned Groundhog Day into a theater hit, while Warchus’s moderately received musical adaptation of Ghost had a brief Broadway run in 2012). Since Matilda‘s Netflix release on December 25th, it has clocked (according to the streamer) over 41 million hours watched. I spoke with Warchus over Zoom about his relationship to the material, the pros and cons of “opening up the text” and more. 

Filmmaker: You’ve been associated with this musical adaptation of Matilda since the world premiere of its stage production in 2010, following it to the West End and Broadway. How did the material first come your way?

Warchus: A few years ago when I was working in New York, I received a phone call from a producer at the Royal Shakespeare Company, Denise Wood, asking if she could send me the script for an adaptation of Roald Dahl’s Matilda. She called me because, years earlier, [the RSC] had seen a production of Peter Pan I had directed and thought I might be a good [fit] to direct a family show. I actually didn’t know Matilda too well, as it was published when I was too old to be reading those kinds of books. I quickly read it though, then read [playwright] Dennis [Kelly]’s script and was captivated by what he had done with the material. It made me laugh and cry and felt, somehow, like an important story that was equally joyful and uplifting while having a substantial message behind it. I just felt very emotional, so I said, “Yes, I’ll do this.” 

The original idea was that it would just be a seasonal Christmas production held at the RSC for around 10 weeks, but as we developed it and I brought in Tim Minchin to write the songs, I proposed that it could be a bigger event and have a future life and be more of a musical than was first intended. Dennis, Tim, and I built the show out from that original state. It turned out to be the best phone call I ever had. The film was a three- or four-year process, including development and everything else, and it was an exhausting thing. But the emotions that I originally had about the material didn’t leave and it’s what got me through the movie. 

Filmmaker: Are you the type of director who, once a show opens and is “frozen,” is eager to move onto the next project right away? Or are you checking in every so often after a show’s opening?

Warchus: The stage show is actually still on in the West End, now in in its 11th year, I think, so there have been several casts [throughout the years] and it’s also played on Broadway and around the world. It reminds me of my three children, as my oldest has just left home to go off to college and that experience, as a parent, is a little like a production (or a cast change) happening when you’re not there and all you really care about is its welfare, that their standard is still high and operating in all the ways that are important to you. While I’ve always surrounded myself with a team of associates who I trust to look after the show, I still visit [the production] in its different venues as often as possible. Zoom is really interesting now, in that you can have a recording of a performance sent to you to review, then you can Zoom and give notes to actors in different countries and speak to different companies. It’s a real investment, actually, and when a production closes in a certain territory, you feel a sadness about the production closing, but then there’s the relief that you don’t have to worry about that one at 7:30 PM every night at that [local start] time and how it’s going to go.

Filmmaker: I’m curious if, when making a film adaptation of something that was well known for being a stage production, you felt the need to “open up” the text. It’s somewhat of a cliche, the need to open up the text when transporting something from the stage to the screen. Did you feel any resistance to making a more “cinematic” version of Matilda, whatever that means?

Warchus: No matter how many millions of people have seen a stage show, when you make a movie, you’re attempting to reach an exponentially higher number of people. I wanted to make a film that worked for people who didn’t know there had been a stage show and, ideally, for people who don’t even like musicals. It’s a different brief. Normally there would be a different director [hired] to direct the movie and for good reason, because you need another mind to think about creating its new form. We made the show, on stage, about 12 years ago, and the length of time between then and the film was enough time for me to have a different brain about it, to detach myself and be able to look at it at arm’s length.

I love theater and I think I understand what its strengths are. When I was directing the stage production of Matilda, I deliberately made it as quintessentially theatrical as it could be, to try and exploit all of the strengths of the stage and live performances. It really is a heightened experience, cartoonish almost. The show has direct addresses to the audience and there are things that happen off-stage throughout the auditorium as well. In wanting to make theater at its absolute best, I was pulling out all the stops. However, because of that, it would make for terrible cinema! It’s so quintessentially theater that you can’t possibly lift that experience and put it onto film. It’s not like it’s slightly cinematic on stage, it’s just not cinematic at all. However, I think that was helpful because it meant that since the stage show would make for a terrible film if I were to directly translate it, I had to start from the ground up and reconceive it. That obviously meant that I had to be being willing to let go of some of our favorite bits, the theatrical “golden moments,” but I owed it to the material not to cling on to those moments from the stage.

Filmmaker: How did that pertain to your location scouting? In some instances I’m sure sets were built specifically for production, but in other cases, such as the location used for Crunchem Hall, you selected old buildings that had served numerous purposes over the years.

Warchus: We filmed interiors at Shepperton Studios and, when on location, close to Shepperton and around London. The three worlds or “main areas” of the film are Matilda’s home (and the village she grew up in), her school and the circus [in the story she tells to Mrs. Phelps]. The circus is obviously a fantastical invention and was going to include greenscreens and a lot of CGI; it has a sense of fantasy about it. It’s set in a different period [from the rest of the film] and needed its own complete look. On stage, we couldn’t really realize any of that, but here we were able to emphasize its theatricality, colors and exaggerated [nature]. For Matilda’s home life, we had to decide what kind of house the Wormwood family might live in. The location we chose was dressed up a bit and our set designers, David Hindle and Christian Huband, did a great job of building an exterior on top of a pre-existing house. Finding the school was also an important part of our process, as it takes up the middle section of the film and the location would set certain terms for us, i.e. how many children would need to be cast in the film. (The size of the school would determine how many kids we’d need to plausibly fill it.) It was a big moment when we chose Bramshill House as the location for Crunchem Hall, as Bramshill House is an old Jacobian manor on a hill that had been used as a police training academy for many years and had since become derelict and surrounded by woods. 

I also had the idea of moving the Chokey [a torture box Miss Trunchbull threatens to lock disobedient children in] from within the interior of the school out into the woods, to display a sense of location there. Very early on, I also decided that rather than be a fixed location, Mrs. Phelps’s library could be mobile, allowing us to take the chapters of the story Matilda tells her throughout the film and play it out in different locations and make the proceedings more cinematic. Yeah, it is a cliché, the need to “open up the story,” but it can be vital and exciting to do. Something that we were never dealing with on stage was the real world, as it’s all very heightened in the stage production of Matilda. When making a film adaptation, you get to accommodate a version of the real world and ask yourself more questions: Where does Matilda live? In a town? A village? What kind of village? I drew a lot on my own nostalgia for having grown up in the north of England in the 1970s in a village in the middle of nowhere. I had a sense of [what] England [was like] at that time, not only the cars and clothes but the confectionary and candy and the types of landscapes that were around where I grew up, the sunlight shining on a lake, a windmill…there’s a lot of me in that. It also comes from having read Roald Dahl’s autobiography, Boy, and my sense of what his childhood was like, and his schooling in particular. I enjoyed opening that up and being able to include a kind of sense memory and emotional nostalgia into the film.

Filmmaker: Thinking back on specific dance-heavy numbers such as “Revolting Children,” I was curious as to how you worked on mapping out the choreography with [choreographer] Ellen Kane. Choreography on screen needs to be complemented by cinematography, lighting, editing and, I imagine, many other elements that work in tandem with one another. What was your strategy for capturing these musical numbers? More wides to to showcase the full ensemble? Less cuts as to not interrupt the actors’ physical movements?

Warchus: It’s always interesting having songs and dance in a movie, particularly songs featuring such complex and intricate lyrics as Tim Minchin’s. For the stage production, the choreography was done by Peter Darling, with Ellen Kane acting as his assistant, but Ellen stepped up and became the choreographer for the film version. Ellen, [screenwriter] Dennis Kelly, and myself had many free-form conversations about what settings might work for a particular musical number. We mapped out how the story of a song might begin in one location, move through different corridors, and continue to build from there, always thinking of how to build momentum and building [toward the] creation of that forward tilt. For “Revolting Children,” the idea was that the children would be coming directly at the camera, and that would force the camera to push further back. For reference, I was thinking of the water in the Indiana Jones films, where it’s rushing down the tunnels and the characters are forced to run away from it. In the case of “Revolting Children,” our torrential water was children coming at you! We decided that they would be constantly moving in the corridor. 

A fair bit of that number and the “School Song,” which possesses a similar use of corridors, is made up of a oner to create a sense of being pushed [further back] and also to fill the screen with choreography. We didn’t want these numbers to [just be] composed of individual cuts to different elements. We wanted to really show the people singing those lyrics. You don’t want too much editing in those sequences, although you obviously want to have [access to cutting] to get you out of trouble should you need it. What we did, although highly unusual, was rehearse those numbers with the kids for months and months beforehand. We even built an entire [set] with a revolving floor for [the character] Bruce Bogtrotter, and we built out corridors for “School Song” and “Revolting Children” on a big soundstage. 

When the numbers were being choreographed, we discovered that if we played the song at a slightly faster tempo than we had on stage, there was a potential to create even more energy in the scene. Once we decided on the tempo, Ellen worked out what the choreographed steps would be (which she then taught to a few of the kids) and we worked out how far those kids could travel with those steps performed at that tempo. We counted the number of bars it would take to [replicate] the distance, in feet, between one doorway to another, then the set was designed based on those number of steps traveled. Everything was affecting everything else! 

We then worked out the dimensions of the school corridors and Tat Radcliffe, our cinematographer, came in with his iPhone and filmed every bit [of the rehearsal], constructing a scratch version of the number while it was still being rehearsed. In the finished version, we ultimately didn’t deviate too much from those scratch versions [watch a brief side-by-side comparison of the rehearsal footage and finished version of “Revolting Children” here]. We created an animated video storyboard of the songs and worked out how close the camera would have to be and which way the actors would be facing, noting the distance of travel, etc. Ossie McLean, our camera operator who handled the Steadicam work, attended those rehearsals, moving backwards with his Steadicam at great speed amongst hoards of children so that he too could practice. It took a great deal of planning, but eventually things [ceased to] fluctuate, so much in fact that it all became rather straightforward. With the long shots, the oners, there were obviously lots of elements that needed to happen simultaneously like, in the case of “Revolting Children,” the tumbling and dancing kids and all of the paper being thrown overhead. It took probably seven or eight takes to get, but then no coverage—we just knew that was it.