People either kind of love her or really hate her.

Marnie Michaels, the star-crossed uptight friend played by Allison Williams in HBO’s “Girls,” proved to be an especially divisive character in the show’s third season. She hooked up with her friend’s ex-boyfriend, then later hooked up with a guy who had a girlfriend, she irritably julienned veggies, and she sang a lot of songs.

With Sunday’s finale behind us, Show Tracker spoke with the 25-year-old actress about playing the unpopular character, all that singing, and breaking girl code.

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Can we please take a moment to talk about that YouTube video? That was shot at the end of the season, right? What levels of embarrassment went through your body? Mine went through about six as I watched it.

Yeah, actually, that was shot maybe the last week of filming. It was so funny because we had been talking about it all season in scenes that we filmed. Like, there’s that scene where Desi says that he saw it and, what does he say?

That it was uncomfortable to watch!


Yes, uncomfortable to watch. And the scene where Ray is making fun of it at work. And Shosh and Hannah watch it at Hannah’s birthday party. We had not shot it for any of those scenes. So we shot a bunch of different takes of people having different reactions to the video and saying different things because we didn’t know quite what it was going to be yet. So by the time we shot it, we were like, oh my God, the pressure is on to make this thing as uncomfortable as it can possibly be because everyone’s reaction had been so hilarious and—

Did you have any say about how it would ultimately look? It’s sort of in your wheelhouse. Part of the reason you scored the gig was in part to the twist on the “Mad Men” song that had caught [executive producer] Judd Apatow’s attention.

I definitely helped contribute to the shooting day and contributed ideas and stuff like that. I requested an e-cigarette, which was such a weird choice. The whole thing felt very collaborative. But the editing happened without me and I cannot tell you the pleasure I had the day they had me come in to record the “whisper track” --when they had me record the parts where I whisper “philosophyyyyy” and stuff like that, I kept saying to myself, oh my God, they are genius. And I heard the weird auto-tune. It was just a brilliant stroke of genius on the part of our editors and probably Jesse [Peretz], who directed it.

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We’ve heard Marnie sing before on the show. But this season she sings a lot. A lot. What did you make of the decision to magnify that side of her this season?

It’s so interesting because I had to make a choice early on that when I sing on the show as Marnie, I’m just not going to be too concerned about how it sounds. It was a very liberating choice for me to make because otherwise I would’ve been obsessed with every note. I’ve been singing since I was very little, taking voice lessons and stuff. So, if I’m allowed to be, I can be a total perfectionist about singing. So I just decided to forget about it and just let Marnie be less studied and less trained than I am, which was a real relief because it allowed me to focus more on the performance aspects of all the songs. For Marnie, that means a lot of hand gestures and putting emphasis in weird places. I mean, the Kanye rap was all about being as mortifying as possible.

I just have to promise myself that at some point, I may have to release an album of classical music that no one will ever listen to, just so I can put it out in the world and be like, “OK, all my voice teachers, here’s where you’re work went; not in me singing ‘Stronger.’”

I also think Marnie was in a lot of musicals, so I think she has a pretty heavy Disney-musical theater background, which I do, too. I am obsessed with Disney movies and have a longstanding dream to be the voice of a Disney character somewhere, somehow. I’m obsessed with “Frozen.”


I love this revelation. Do you think, Marnie, like you is obsessed with “Frozen”? Could she be the next Adele Dazeem?

Oh, yeah. She’s singing “Let It Go” around her apartment. She’s also singing “Love Is an Open Door,” “Do You Want to Build a Snowman?” – she is on it.

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Do you think they’ll release any of your stuff on the “Girls” soundtrack?


I don’t know. I hope they come up with a full version of the music video just for my personal consumption.

Deviating from music talk a bit. Episode 10 needs to be discussed. Did Marnie know what Hannah’s intentions were with her apartment? Because all I kept thinking was, is someone going to wash the sheets?

I just had this conversation with Lena because I think if Marnie had really known she would be just mortified, absolutely mortified.

Right. Because I feel like Hannah is not a considerate friend that would wash the sheets.


Oh, absolutely not. But I feel like Marnie knows that and would probably wash them anyway. Like, Marnie is comfortable. They’ve shared a bed every once and a while so I think the idea of Hannah sleeping on her bed is totally fine. The idea of Adam, though? There is no amount of Clorox in the world to make Marnie OK about that. Even though, to be fair, we now know he bathes, since we’ve watched him do it twice.

Let’s talk about another male character that has undergone quite the evolution: Ray. He was a critical element of Marnie’s story line this season. How did you feel when you realized they were going to take these characters there? Tell me at least you, Allison, thought about Shosh’s feelings.

I had many thoughts about it. One was that I was really proud of Marnie for going and asking someone what was wrong about her. I was also worried about what happened because I knew she wasn’t expecting all of the truths that came flying at her face. I was worried about, yes, the fact that she was going to be doing this to Shosh. But Lena and I talked about it and she was like, “You know, some people make the same mistakes many more times than just once, and this is an area of moral ambiguity and Marnie just continues to fall short of what people expect of her.” Which is very real and once she explained it that way, I was like, “Oh, OK.”

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In terms of Ray, the minute I read the scene, especially once we did it, I was like, “OK, oh my God, of course!” Of course this guy who is critical of everybody, Marnie would want to be his one exception. Like, he literally hates every millennial, and for Marnie to be the one to be allowed to hear his inner thoughts—and she thinks she’s a lot smarter than Shosh—so she’s like, we’ll have a more equal relationship; she knows the word doppelganger and I think that makes her feel really smart. I just think they really enjoy their time together. I do. I think in Ray breaking up with her, he made it seem like she was using him, but for Marnie, that was actually a pretty real relationship to her. I think her level of comfort with him—I mean, she says she wouldn’t eat pizza in front of him if she cared about him. Obviously, that’s not what she means. She can actually resemble herself in front of him. I was really happy for her because she seemed pretty comfortable. But of course, her being comfortable might not have been what Ray signed up for. But I thought it was really good for both of them. For Ray, clearly he needed that little boost from dumping her; when he was talking to Adam, he was feeling good about that—even though he sort of dramatized what he said to her. But I think, yeah, it validated him and it made her feel smart. It made her feel like the guy that hates just about everyone, likes her.

So what was this whole Desi thing? Just her looking for a dude with a beard like Charlie’s?

I think the whole Desi thing is that she was single for about two seconds and that made her extremely uncomfortable! No, I think for her to walk into that hotel—I mean, she doesn’t really notice him when she first walks in. It’s not one of those meet-cutes. She puts down the pizza and goes directly to the bathroom and falls apart. Then Hannah comes in—and I was happy that Marnie was able to be vulnerable with Hannah, to be able to lose it, even though she wasn’t able to tell her why. To be able to cry in front of friends is a big thing for Marnie. Once she sort of purged that, she walks back out into the living room, she hears this guy singing and, of course, music is her thing. And he is in the vein of this Jonathan. He’s not that far. And he’s in the vein of a Charlie. And then the mention of Clementine only makes her more intrigued. He has that narcissism that makes her want to impress him. He has that confidence and narcissism of someone that has always been able to get girls that really just send Marnie bananas about wanting to have sex with him.

I think her feelings for Charlie were not even this purely like I want to ... you. She is so into Desi. And the way they just look at each other when they perform. And then meeting Clementine is just too much and sends her back to Ray because her ego just needs it. And then in that instance, of course she’s just using him. He’s not into it either, theoretically. So, I guess, mutual usage?


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In the finale, Marnie finally tells Shosh about Ray. And is very matter-of-fact about it, in true Marnie form--

I knew she had to say something eventually. And, obviously, when we see that scene with Hannah, it’s clear that they’ve been talking about it. I think she genuinely does not expect Shosh to get that upset because, again, this is the thing that Marnie continues to make the mistake of—in hooking up with Desi, she’s making it yet again, except this time he actively has a girlfriend. To be fair, he made the first move.

Uh, girl code. Learn it.


I know! Listen, listen, this is something I’ve had inner battles about because it’s something that I dislike about Marnie, but it’s something that makes her really human. She goes over to Shosh’s apartment, she falls much more comfortably into the position of giving advice and seems briefly like a decent person and then her delivery of that—I mean, I never thought of it any other way than matter-of-fact because I think for Marnie, she thinks this is going to be OK. And if it were vice versa, and someone had told her that sort of news, she would never betray herself in their presence. She would never do what Shosh did. She would take it and she would say, “Thank you for telling me” and maybe just hold it in. I don’t know. It’s a bit of a tossup whether she would freak out on them, because she can definitely do that. Or if she would save the freakout when she was alone later. But I think the matter-of-fact delivery helped motivate Shosh’s attack and her hatred.

Did you have to shoot that multiple times, because I feel like it would be hard not to giggle at Zosia Mamet lunging on top of you? Had there been other options for how she would react?

Oh my God, we laughed so much. You have to imagine it from my perspective, watching Zosia launch herself towards me. It was so funny. Like, it was sooo funny. And, yeah, we shot different reactions. In one, she pulled my hair. She slapped me. We did a bunch of different levels of it.

And I love how delusional Marnie is. They still go to the theater together! And she’s like, “Good talk, Shosh.” Marnie is oblivious. She’s truly sociopathic, in terms of being able to read the way things she says to people lands with them. But I am glad she’s the one that told Shosh. I’m relieved. I think her delivery needs work, but if we can call it progress, then I’d be happy to.


When we spoke during the second season, you had said that you didn’t think you could be friends with Marnie. That it would be too frustrating. Have those feelings changed for the better, or intensified for the worse after seeing her journey in Season 3? Because people have had a strong reaction to this character--a strong negative reaction.

Yeah, I know they have. In a weird sense, that’s a compliment because it means she feels real to them. I just wish everyone would know that it is hard for me to execute those things even as the actress playing her knowing that they’re wrong. It’s a weird process. When I read the scripts for the first time, I read them as myself—Allison—reading the script. And so often I’m like, “Oh, Marnie, noooo!” But then as an actor I’m so excited to do all of it. Once I start filming it, I just have to go into Marnie’s corner and believe everything that comes out of her mouth is true and right and just and forget all judgment of her. As the season airs, I have to undo that and see it from a neutral perspective.

Having watched the season back and looking at her from the perspective of myself, I think I would actually be able to have her as a friend. I think she’d be an asset, here’s why: I think if you approach the friendship from the perspective of, ‘I’m not going to take any ... from her and I’m also not going to use passive aggression in this friendship—I will be direct and completely honest with her. If something bothers me, I’m going to mention it the second it starts bothering me.” Because that’s what Marnie responds to. I think that’s what attracted her to Ray. I also think that when she feels supported by someone, she’s incredibly supportive of them, and she’s a very good friend. I always remember the moment in the first season in the Bushwick party when she goes to rescue Hannah from Adam. That’s still the same girl. She still has that in her. I think she just has to feel true connections and support from people. When we met Marnie’s mom, it explained a lot to me about where she came from.

People seemed especially annoyed by the girls this season. And it was hard to see why any of them were actually friends. Was there any concern on your part about the criticism? Do you think it’s necessary for people to care about these girls?


I don’t know if that’s something to be worried about. I think that’s one of the luxuries of modern television. That girls no longer have to be apron-wearing, coffee-brewing, obedient wives with the occasional punch line. This has been going on since Mary Hartman and Mary Tyler Moore. Female characters don’t have to be sterling silver and likable. And that’s an incredible luxury and defining characteristic of this age of television, I would say. None of the shows I watch have any likable characters.

And look, I think they are redeemable in some way, but I don’t think they have to be. I sort of reject that idea. I don’t think I would be a very effective employee of this show if I was running everyone through a strainer of, “Do these people have morally redeemable qualities?” Of course they do! Marnie would never kill anyone. These aren’t deviant members of society. These are girls in their mid-20s whose emotions, and priorities, and morals are in a blender. And they’re just trying to make calls on things on the fly that are way bigger and way harder to determine than they’re aware of. I’m sure they’ll look back through a lot of the things they do through the span of the show and see them as morally reprehensible. They’re already starting to do that looking back over the three years. In the moment, they’re just playing with the deck that they have. The likability thing is something that our show has been contending with from the beginning. I think it’s funny that at this point people are still shocked that we’re not sitting in a circle saying, “Yeah, everything is great.” Personally, I don’t think that would be very compelling. I mean, [last] Sunday, I watched a woman shoot a girl in the head on “The Walking Dead.” So, I don’t know. I think we’re doing just fine.