EXCLUSIVE: [Spoilers Ahead!] Showtime’s Golden Globe-nominated limited series Escape At Dannemora draws nearer to a close, as prisoners David Sweat (Paul Dano) and Richard Matt (Benicio Del Toro) get closer to escape while Joyce “Tilly” Mitchell (Patricia Arquette) wavers on her role in their crime. The episode lifted the veil on who the three of them really are, and it is not pretty. In fact, it is shocking and the only decision for viewers is to decide which one of them is more despicable. The series has drawn praise, but director and executive producer Ben Stiller awoke to find that the real Mitchell attacked him and the series from behind bars. In a front page jailhouse interview with the New York Post — the tabloid that several years ago coined her ‘Shawskank’ for allegedly helping the two prisoners escape after having sex with them and planning to bump off her prison employee husband Lyle (Eric Lange) so she could flee with the fugitives to Mexico — Mitchell came out swinging against the series and Stiller. She is serving a seven-year sentence for her role in the 2015 prison break at Clinton Correctional Facility that the tab reported set off a 23-day $20 million manhunt that ended with Matt shot dead and Sweat shot twice in the chest and nearly killed.

Mitchell denies she slept with the prisoners while supervising them in the prison tailor shop and feels the series has exploited her and has gotten wrong her role in the jailbreak, even though she admittedly gave the jailbirds the tools they used to tunnel to temporary freedom. In a wide-ranging discussion on Escape At Dannemora, Stiller addresses Mitchell’s bitter accusations, and breaks down the final moments of a series that wraps next week with a two hour finale that concludes one of the most daring things he has done in a risk-taking career. The series has drawn Golden Globe noms for Best Limited Series and Best Actress in a Limited Series for Arquette. who disappears into the lonely prison worker who takes a walk on the wild side with two seductive convicted murderers.

DEADLINE: Looks like you pissed off Tilly.

STILLER: Yes, we did.

DEADLINE: She says she didn’t sleep with David Sweat and Richard Matt and she feels exploited by the film and by you. How do you respond?

STILLER: Look, that’s the story she has always told. We did a year’s worth of research on the project. We talked to a lot of people who were in the tailor shop, and in the Inspector General’s Office. We got as much information as we could from the police reports, the interviews, and then we put together our story. We think it is a real representation of what went on. It’s not a documentary. We did have to create scenes based on us inferring what we believed to be the truth. My guideline was always to try and tell what I thought happened. She can dispute it but the reality is, she was kicked out of the tailor shop for inappropriate conduct, for going in the back room with David Sweat. I think there were 60 or 70 notes passed back and forth between them. She sent him nude pictures of herself.

There are all sorts of things to indicate there was a relationship going on. That’s where we got that from. In terms of exploiting her; this was a story I wanted to tell in as full a way as possible and really tried to take into account the context of the world that everyone was living in. And the reality of what it means to be a worker in a prison and the situation that everybody deals with up there in that part of the state. I was just trying to tell the story in as real and hopefully as entertaining a way as possible without exploiting. I’m sorry she feels that way. It can’t be fun to be in prison and I don’t have any ill will towards her in particular.

DEADLINE: David Morse plays Gene Palmer, the prison guard who was a fan of Richard Matt’s artwork, and who passed to one of the prisoners frozen meat given Palmer by Joyce “Tilly” Mitchell that allegedly had hacksaw blades the prisoners used to cut out of their cell and through a steam pipe to freedom. In that jailhouse interview, she excoriated his short sentence — he served four of a six month term — compared to her stiff sentence. Did you think he was actually an accomplice to the escape?

STILLER: He wasn’t convicted of being an accomplice. What he did was bring in goods that were contraband. He claimed that he didn’t know there were hacksaw blades in the meat he was bringing in. I don’t know enough about him to know if that was exactly true, but everybody I talked to thought that was what was going on. He definitely was trading favors for artwork from Matt and Sweat. Everybody you talk to will say he had a very good relationship with Richard Matt in prison and that they liked each other. David Sweat did not like him and in talking with David Sweat, he told me [Palmer] was very rough on him and that’s where that came into the story. To me it is indicative of the relationships that develop in prison, due to the fact that these corrections officers spend almost as much time in the prison as those prisoners do. It’s inevitable that relationships are going to develop like that.

DEADLINE: You actually got to interview David Sweat, the escaped prisoner who survived?

STILLER: Yes. We were fortunate to be able to visit with him. I went on one visit with him with Benicio and Paul, and we spent five and a half hours together up at Five Points Correctional Facility in upstate New York, before he was moved last year. Patricia also met with him once. He was very forthcoming with details. I asked him all sorts of stuff pertaining to the actual escape. You don’t know what’s true and not because it’s his side of the story, but it was really helpful for me and I think Paul and Benicio to meet him and get a sense what he was like in helping us tell the story.

DEADLINE: Did he lay out some of these personal details that Joyce “Tilly” Mitchell disputed today?

STILLER: I talked to him about that and he maintains they didn’t have a romantic relationship. But does admit he made her those little pants you saw in the first episode. He said, ‘well there was nothing romantic.’ I said, ‘well she did send you those naked pictures of herself.’ He chuckled and said, ‘she did.’ I said, ‘and you did actually give her your undershirt.’ He said, ‘we were just messing with her.’ He eventually said, ‘I think she was in love with me.’ Again, it’s hard to know the truth but for me, sitting across from him, I felt there was something else there that wasn’t being spoken about. And that’s the license we took as filmmakers. I wouldn’t do that if I didn’t feel in my gut that it was closer to the truth.

DEADLINE: That sex scandal was the driving narrative of the newspaper coverage of the escape and its aftermath.

STILLER: That is the one part I find hardest to reconcile. The fact that she would admit she had sexual relations with Matt, and not with Sweat. Especially since they both admitted they were leveraging her interest in [Sweat] to help them escape.

DEADLINE: The labyrinthine escape route that Sweat tunneled through to come out beyond the prison wall…you got to take that whole tour. Cutting through that steam pipe seemed incredibly claustrophobic. What was your assessment?

STILLER: I was fascinated by that, and it was the bulk of the questions I asked him. How he cut through the pipe and also how they survived when they were out in the Adirondacks, all the specifics of that. I talked to him about how he cut through the back of the cell and every night put the grate back on the cell by creating this hook system with paper clips and masking tape so no one could see he was in there if they happened to glance at the back of his cell. Those details were fascinating. When he talked about cutting through the pipe…if you talk to people up there, there are conspiracy theories. Did he actually cut through the pipe himself? Some said others cut through the pipe or that it was professionally cut through, for maintenance purposes. When you look at the two rectangles he cut, he said he learned after the first three cuts that were right angles. The last cut, the lower right hand corner, is a curved cut because he realized that was faster than having to come back and meet together to make the other cuts. Little things like that make me believe he was telling the truth.

The details of the air conditioner unit he created so he could be cool and breathe down there, it’s all unbelievable and fascinating he would have the will to do that. But you learn talking to anyone in prison, they have a lot of time on their hands and if you’re going to focus on that you can make it happen. He did claim he did all the work and that Matt didn’t do any of it, and that is the way we portrayed it. Matt was dealing with having good relationships with corrections officers and getting the tools from Tilly and making this plan with her. It was amazing what [Sweat] did and that he could find his way down there and get to the outer wall.

DEADLINE: Richard Matt was the one who previously escaped from prison though.

STILLER: He had been in a Mexican prison, too. He had killed someone there and was extradited to the United States for a crime he had committed before. He spent most of his life in institutions. We have an image in the second episode, the dream of him riding on his horse. That came out of when he escaped from a foster home when he was 12, on a horse, and was out for awhile and then finally got captured again. This guy, like Sweat, spent a lot of his life institutionalized, which affected him also.

DEADLINE: If you read their rap sheets, both Matt and Sweat were very dangerous men but it wasn’t until tonight’s episode that you showed us how dangerous. You didn’t portray them as diabolical villains throughout. Benicio Del Toro’s Richard Matt is this artist and a dreamer. Paul Dano’s David Sweat is very intelligent and intense. Why did you choose to show them that way?

STILLER: I was going more for the reality of what it was like in prison. When these guys were in prison, neither was causing trouble once they were in Clinton. Yes, Matt had escaped before and had done very bad things. Sweat I believe his crime was more of an impulse crime and Matt was more of a cold blooded killer. But they were both on good behavior, that’s how they ended up in the honor block, where they could put sheets in front of the cells, watch cable TV and cook food. That was for people on good behavior, no matter what crime they committed. I just thought it would be interesting to show the reality of two guys who were in prison for 12 or 13 years and what they develop into, knowing they had committed these heinous crimes in their past but not showing it as much until later in the series. As an audience, I thought that is the way you would experience them in life. Even if someone has done something horrible years ago, that’s not how you experience them. Meeting David Sweat, when we talked to him he was very affable and was basically a nice guy who had this past and who did these things. It seemed a more interesting way to go so when you understood the nature of their crimes it would be a little more shocking and affect you more.

DEADLINE: You considered this once and decided not to direct. Then the New York State Office of the Inspector General issued this 150 page report dissecting the prison break and aftermath. What did that give you that you didn’t have before that made you feel you could make this something more than a simple ‘torn from the headlines’ thing.

STILLER: Brett Johnson and Michael Tolkin are great writers and they wrote a wonderful pilot and a second script based on conjecture. I thought it was very well written, but for me, what I was really interested was the reality of what happened and the details of how something like this can happen in this day and age. With all the technology out in the world and how sophisticated our crime solving can be. What was going on in this prison was so outdated. Those details and the human relationships outlined in that Inspector General’s report were so fascinating. That became our source material. That’s what I was looking for. That report, and digging into the interviews they did, and after that, being able to meet the people who were involved. And then going to Clinton and having the cooperation of the prison, thanks to the Governor’s Office asking New York State Department of Corrections and Community Services to help with that, which they did. That was what opened it up and made it more and more interesting. Even through shooting, we kept learning more about how the system worked and how these people operated. Those human details were so fascinating to me.

DEADLINE: You had a lot of people on both sides, guards and inmates, appearing in scenes and advising you. You would think this would have been a big black eye for the prison and there you were, inside, shooting this series.

STILLER: Up until six weeks before shooting that wasn’t the case. On a production, that is cutting it pretty close. We’d been working on it for over a year, and I had resigned myself to the fact we were going to have to find someplace else to shoot and we were never going to see the inside of Clinton and that we would have to rely on our research. We made this last ditch effort to talk to [New York State Governor Andrew Cuomo]. That opened everything for us. He felt it was an interesting story and decided to help us. He knew what Clinton is and how fascinating an ecosystem exists up there. Politically, he is for prison reform and I don’t know how this played into his personal decision to open that up for us. But he spoke to the Department of Corrections and said, ‘I’d like to open up the prison to these filmmakers, it will help them tell the story in a more real way.’ That made all the difference.

We got to know them at the prison and at first it was a strained relationship because they were being told to do this by the governor, to help us. As we spent more time up there, they saw our intention was to tell the story in a real way. I wasn’t making a comedy, or making fun of them and the key for us was, they directed us to some former Clinton employees who became our technical advisors on the corrections officers. Every day we were shooting in the cell block, we had someone named Jim Facteau who had been at Clinton 30 years and was an amazing resource and told us how to do each scenes in terms of what happened in the cell block. Our background actors playing inmates had experience in being prison before, so we just asked them to fill it with reality and tell us when something was happening that didn’t feel real, or right. Erik Jensen became our main advisor and he’d been in the tailor shop a lot with Tilly and Matt and Sweat and he ended up playing the guy who gets into an altercation in Episode 5. Having those juxtaposing points of view, helped us synthesize what became our version of the story. We leaned on them the whole time.

DEADLINE: Despite the real Tilly’s objections, Patricia Arquette’s portrayal of her is your series linchpin.

STILLER: Patricia was the very first person we went to, and the first who said yes, before we even had this set up anywhere. Michael and Brett and Bryan Zuriff came to me with the scripts and at first I said no but when the Inspector General’s report came out I went to them and said, do you guys still need a director? I’d love to start from scratch with you. Then we went to Patricia, and then we had to set it up. She stayed all the way through, which isn’t easy. We were lucky that Showtime saw what it could be and got behind it.

DEADLINE: She really gained 45 pounds? Sounds like she really threw herself into this.

STILLER: She’s a no bullshit, straight ahead all about the work person. As an actress, to be able to be willing to throw the vanity out the window and say, I’m just going to inhabit this character…on the one hand, you can say, I get it, this will be a prestige project. But I felt she was doing it with the only goal to figure out how to be Tilly, her version of Tilly, that made sense to her. It’s so not about anything else for Patricia. You meet her and hear the way she speaks out on subjects as an activist. She doesn’t really care about anything other than what she thinks is doing the right thing. As an actor, that’s her goal. And she’s tiny, so for her to gain 40 pounds…it made all the difference. I think she never once worried about portraying Tilly as being likeable. She wanted to portray her as a person who had feelings and motivations and reasons for doing things that were very real and justifiable to her. She trusted as an actress that would be interesting enough to an audience and they would get on board with her. You’re confused when you’re watching her. At one point, you go, I’m fascinated by her, and then, I can’t believe she’s doing that but I feel sorry for her. Is she being manipulated, or manipulating, or both? She was just being the character, and not trying to play one thing or the other.

DEADLINE: Eric Lange plays Lyle Mitchell, Tilly’s prison employee husband who in that final episode she was going to drug and kill. He seemed like a character out of Fargo, but he is still waiting for her to finish her prison stretch. Through all your research, what do you make of him?

STILLER: I’ve never had a chance to talk with him. We reached out but my understanding was he didn’t want to talk with us. Reading about him and watching interviews with him, my feeling is, he truly has this genuine love for her and whether or not he is naïve or hears what he wants to hear, or doesn’t want to believe it, these are questions you can’t answer because you can’t know what’s going on inside a person. But for us telling the story, we felt it important to show him…it is easy to look at him and think he is that naïve or ignorant to what is really going on, but he is also a guy who I think is morally the most centered person in the story. He sticks with how he feels about her, and by the end of the series, he’s a person who has more going on that you would expect at that point.

DEADLINE: Benicio Del Toro and Paul Dano are as busy making movies as you are. Beyond looking very much like those prisoners, what did they mean to the series?

STILLER: Everything. They were cornerstones of the series; such talented actors who were so committed. I can’t imagine anyone else playing those roles. Both approached the parts same as Patricia did, wanting to understand who these characters are and why they did what they did. When you’re playing a guy like Richard Matt, who is something of a monster but also charming and charismatic, you want to give him a humanity and I felt Benicio understood that at his core this was a broken person. We shouldn’t feel sorry for him, but he is a human being.

On a technical level, Paul gained 20 pounds of muscle and changed his entire physicality. If you know Paul at all, he’s nothing like his character, David Sweat. I was so taken by his level of authenticity in playing this guy and how he adopted the characteristics he saw in [Sweat]. The work he does is as astonishing as anything Patricia or Benicio do because he’s really embodying a guy who is conflicted, has rage issues, is trying to be something he’s not in prison, and ultimately is someone you can identify with. Though when you see what he actually did as a criminal and the murder he was part of, it’s hard to reconcile. You had to have two fascinating actors you’d want to watch escape, and that was a core of the show.

DEADLINE: What was your takeaway in telling a story in longform compared to doing movies? It seemed like it took you a long time to do this.

STILLER: It has been the last two years of my life, but every step of the way it has been engaging and fulfilling. This material, these kinds of stories, unfortunately there isn’t much opportunity to do them in movies right now. That’s just the reality of the movie business. For me to have the opportunity to do this, for Showtime to allow me to do something different than they had seen me do before as a director, was gratifying. Inside of me, I always felt like this was very connected to what I want to do, the kind of movie I grew up watching and loving. To have the opportunity to do it on television was great. Seeing it unfold on a weekly basis, you just don’t have that in movies. Your movie comes out, and either people go or don’t go on opening weekend. A smaller movie, a limited amount of people see if until it gets on television. For it to be on television and have that shared conversation with a large audience and allow it to build and have the time for an audience to discover it, is really fulfilling when you have spent as much time on it as I did. To have that dialogue back and forth with the audience is exciting. The shoot itself was challenging. If I were to do it again, I would do it differently and break up the shoot more because we shot for about eight months straight.

DEADLINE: You got to shoot these mountain vistas that looked right out of a Michael Mann movie…

STILLER: One of my favorites of his is Last of the Mohicans.

DEADLINE: That’s the one you think of when you see your footage of the mountains.

STILLER: We had to shoot the series backwards. We started in August, and so we had to start with Episode Seven and the manhunt, and that got us into it. It was pretty rugged and fun and then we got more claustrophobic inside, but that first day was Paul’s capture and the next days was Benicio’s capture and killing. That was our first week of shooting. That Friday was King’s Wok, where Patricia’s character had her anxiety attack. That was a moment where all the actors had to jump in. It was much tougher for them than me.