From director William H. Macy, the comedy The Layover shows what can happen when a plane is re-routed from Florida due to a hurricane warning, stranding its passengers in St. Louis. While they’re stuck and at the mercy of the weather, best friends Kate (Alexandra Daddario) and Meg (Kate Upton) find themselves willing to go to crazy lengths as they compete for the same guy (Matt Barr).

At the Los Angeles press day for the film, actor/filmmaker William H. Macy spoke to Collider for this 1-on-1 interview about how The Layover came his way and why he found it appealing, why it ended up being a lot more challenging than he expected, how crucial casting was, and figuring out the ending. He also talked about his Showtime TV series Shameless, what it’s been like to play Frank Gallagher for so many seasons, and what fans can expect from Season 8, as well as directing Krystal, with Rosario Dawson in the lead role, wanting to try a big-budget movie, and making a sequel for Wild Hogs.

Collider: Last time we spoke was for Rudderless, and back then, the next thing you were going to do was Krystal, but now The Layover is coming out. How did The Layover come your way?

WILLIAM H. MACY: Once you decide you want to be a director, scripts come along and you go, “I wanna do that!” You start the process of raising money, either by finding an actor or a producer, or something like that, and then the phone rings and everything has changed. Interestingly, even if you’ve been working on something for two years, the phone rings and you’re two months behind, instantly. That’s what happened. I thought maybe a sex comedy would be an easy sell, as opposed to a drama about a guy who shoots people in school with music, and in fact, it was an easier sell.

Clearly, the kinds of movies you’re attracted to don’t fall into one category. How do you choose what you want to direct?

MACY: I’m pretty intuitive about choosing stuff. It either hits me or it doesn’t hit me. I either see it in my mind’s eye or I don’t. But I’ve gotta say, this is close to my humor. I love farce and I love broad comedy. What was interesting to me was to bring my perspective to it. I have a tendency to be dry and to be more dramatic. That’s the stuff I’ve done. I thought maybe that could have good results and be really fun.

There are so many aspects to this film, with the friendship between these two women, the road trip and the physical comedy. Did this end up being a lot more complicated than you expected?

MACY: It did. David Hornsby and Lance Krall were the writers, and it was simpler before I came on board. The big change that I brought to it was that it would be about the two women, and that trying to nail this guy was just the battlefield. That’s not what they were fighting about. I found that interesting. I love women. I always have. I’m not pretending that I understand them, but I just love women. I love being in their presence and I love everything about them. The fact that these two women are stuck in their lives and have become enables to each other, so that they don’t move forward, the obvious is that they’ve gotta split up. They need something to get them out of their rut, but can they save their relationship? I’ve always thought, once you reach adulthood, to make a major change in your life, it takes dynamite. We don’t change willy-nilly. We have to be forced to change because human beings hate change, and I feel like they really changed at the end of this thing and they survived it. They’re still gonna be great friends. I’m old-fashioned that way. I want the characters to be different at the ending than they were at the beginning, and I want them to be better. There’s a lot of depressing stuff out there, which is so well done, but it’s just unrelenting bad news. I just want to have a joke, every once in awhile, to lighten things up.

When you have a friendship that’s so important at the core of this movie, how did you decide on the casting for Kate and Meg? And when your original actress playing Kate dropped out prior to filming, did you have a panic attack?

MACY: Yeah, but that’s what directing is, one panic after another. The test is, are you gonna survive it or is your head gonna explode? Casting is tough. If you’re doing a big studio movie, you can have anybody you jolly well want. When you’re doing a little indie, it’s tough to cast, especially these days because there’s so much work. Everybody is working. I got lucky. I thought Kate [Upton] was the person personality for this. She’s a bit of a tomboy. She’s an iconic beauty and she’s stunningly sexy, but she’s a guy’s gal. She’s game for anything. She’s got a big, bawdy laugh. She loves to laugh and she’s a jokester. I thought she was perfect for it. And Alexandra [Daddario] came on late, which was providence. She is a great comedian and she’s got a great sense of timing. She knows what’s funny and she’ll go for the joke, but it’s always grounded and she’s always telling the truth, which is a director’s dream.

Did you have a moment, seeing the two of them together, where you realized that it was all going to work?

MACY: Yes, and it happened kind of early on. The four of them together (Alexandra Daddario, Kate Upton, Matt Barr and Matt Jones) on set were just so appealing. The joke on set was that we should breed them and sell the puppies. They’re all so stunning that I avoided getting my picture taken with them. There’s nothing wrong with being easy to look at. The actor in me is what makes me appreciate what Matt Barr did in this. It’s tough to ride that line and not look like a stupid fool. It’s a closed comedy, so the audience doesn’t know what’s going on. It’s a reveal, and I thought he did such a great job with that.

Was there any of the physical comedy that you were most nervous about?

MACY: As I played it in my head, I saw it all. It was all tough, to tell you the truth. The pool day, when we were shooting all of that pool stuff, it was a race against the sun. I couldn’t talk the sun into staying out a little later, so that we could finish the shot. It was all really difficult. If I direct another one, I would love to learn how to roll with the punches a little bit and take things a little easier. I think I could do better, if I did that.

Was the ending always the ending, or did you have to figure that out?

MACY: The ending and how it was going to resolve itself was up in the air for a long time. I’ve got all women in my house. I’ve got two daughters and their nanny is there, and I’m surrounded by women, which I adore. We were talking about the movie and I said, “So, what do you think? Does Ryan have to pay the piper for this? It wasn’t his fault.” And all of the women looked at me and went, “Oh, yeah, he’s gotta pay the piper for this!” They were sure, so off we went, trying to find a lovely solution. I really dig it!

Shameless will be returning for its eighth season in November. When you started out on that series, could you ever have imagined that not only would you be with the show eight seasons later, but that Frank Gallagher would still be alive, so many years later, or is he just the cockroach that will be the last man standing, at the end of the world?