There were two obvious ways this story could end.

Either the underdog, Beto O’Rourke, would win his grassroots 2018 race for U.S. senator against the Republican incumbent, Ted Cruz, and become the first Texas Democrat elected to statewide office in almost 25 years.

Or — and this was always the more likely ending, statistically speaking — O’Rourke would lose. Which (spoiler alert!) he did. The twist was how close he would ultimately come, and the real story turned out to be how O’Rourke would rocket from his role as a relatively unknown three-term congressman from El Paso to a presumptive presidential candidate.

Running With Beto, a feature documentary following O’Rourke’s frenetic campaign as he criss-crossed the Lone Star State, visiting all 254 counties in two years, made its world premiere at the SXSW Film Festival on March 9, before airing on HBO on May 28.

In EW’s exclusive first look at the film (above), O’Rourke is literally running — as he often did during the campaign, sometimes on Instagram, sometimes while holding town hall meetings — through Washington, D.C. In voice-over, he explains the origin of the campaign.

Image zoom HBO

“We were watching the returns for president, trying to figure out what’s going on,” he recalls. “Somebody just won an election by defining us as being scared and small and afraid. So we just — what are we going to do? And out of that conversation came this idea: What if we ran for Senate?”

Post-run, flushed and sweaty — O’Rourke is almost always sweaty — he adds, “Nobody asked us to do this, so — just got to keep that in mind. That’s how we started. And that’s how we have to continue it.” Asked off-camera to clarify, O’Rourke says, just like the poster’s tagline: “Gotta run like there’s nothing to lose.”

At the SXSW premiere, O’Rourke joined director David Modigliani on stage, and though he declined to make any dramatic announcements about his presumed candidacy, O’Rourke did reveal to the sold-out crowd he’d had no idea what he was signing up for when he said yes to appearing in the film. “I was like, yeah, what the f—,” O’Rourke said with a disbelieving shrug. “I didn’t think it would be this.”

Modigliani talked ahead of the screening with EW about his rock ’n’ roll film inspirations, the race to keep up with almost 700 hours of footage they shot, and why he picked up the camera himself for key scenes.

ENTERTAINMENT WEEKLY: When was the moment you knew this is what you wanted to be your next film? I’ve read about this baseball game back in early 2017…

DAVID MODIGLIANI: To see him on this hay bale in his dirty baseball uniform speaking for the first time, I think anyone who has seen him speak in person, you feel a unique magnetism. You sense a generational political talent in his ability to connect with empathize with and inspire the people who he’s speaking to.

That sounds like what a director would say about when they found an actor they knew they would be a star.

It wasn’t just about him. The part that made it feel like a film was when he described the kind of campaign he was going to run: going to every county, not taking PAC money or having pollsters, showing up to have the conversation in person. This is politics as it could be, and he’s going to set out on this journey to test the theory of the case. Whereas Cruz represents — to both people on both sides of the aisle — a lot of things that people feel are wrong with politics. There’s a really sharp contrast between the two of them. I was feeling after the 2016 election how disconnected we are from one and other, and how much we dehumanize each other in politics, and how that drives people out of the process. And here is a person trying to bring the human connection back into politics in a really exciting way.

What were the influences that you brought to this? I was thinking about The War Room, which followed Bill Clinton’s 1992 campaign.

The biggest inspiration to me is D.A. Pennebaker’s Don’t Look Back [a documentary about Bob Dylan]. This film was very much like following a rock band on the road who went from virtual unknowns to national sensations and didn’t change a thing the whole time. Kept playing the same songs in the same way, kept traveling in the same small van. Don’t Look Back has a beautiful kinetic feeling to it, very casual in the visual language. You feel the intimacy of the relationship between the filmmaker and the subject. I am actually giving Beto, as a thank you, a Blu-ray copy of Don’t Look Back — he was in a punk-rock band, he loves music, he loves Bob Dylan. A film that follows a truth-teller who’s connecting with humans in a profound way and setting a country on a fire — and then trying to navigate that experience — is a pretty good inspiration for this film. I don’t think that it’s a coincidence that D.A. Pennebaker goes on to make some of our favorite political docs, including The War Room. We had a small feedback screening in New York before we locked picture, and Pennebaker came — he’s 93 years old, no hearing aid, totally cogent, really loved the film, and that was incredibly meaningful. He has always been my inspiration as a filmmaker.

What was your strategy for shooting this?

We had a really small team. This is a film about people trying new things, in that Beto was doing this unconventional campaign. I was trying something new, kind of inspired by them. I had never used a camera before. I’d just been fortunate to work with really talented cinematographers, but these moments were so intimate. The moments were so fragile that it really needed to just be me sometimes. So I shot some of this film myself, which was really daunting.

No sound, no anything else?

Yep. I shot the scene in the film where we’re in the green room of the debate, and in their kitchen on election morning.

The film is financially and creatively independent from the campaign. How much of a negotiation was that?

When I talked to Beto about the possibility of making this film, I told him that it was going to need to be entirely separate and they wouldn’t have any control over the cut or any access to the footage. It says a lot about Beto to make a brave choice like that, to let go of control over a very intimate piece of work that was going to capture him, his family, and his children, and this whole campaign experience, that he would turn they keys over to me on that. He believes in transparency, and he wanted to really walk the walk on that. And he is a student of history, and he believes in a document for the record. I think he knew that if he was going to let someone capture and document this story and they were tied to the campaign or the campaign had any creative control over it, it would just be written off as propaganda. We were really on the same page about that. I had promised him in return that we would never get in the way of other media doing their job. So news crews that wanted to spend time in the van or needed to spend time with him, we weren’t getting in the way of them getting that message out into the world.

Did that access change as the campaign went on?

After the NFL kneeling video went viral and the race nationalized and there were 30, 40 cameras showing up at these small-town events across Texas, they were dealing with a deluge of requests and the increased energy of the people around them. That was making it hard to even get back to the van leaving the venue or to pull out of a parking lot because the car was so mobbed. We had built a foundation of trust, and his key traveling staff were really patient and responsive with us even when sh— got really crazy. Beto and Amy [Hoover Sanders, O’Rourke’s wife] allowed us to come into the kitchen with them on election night, after they had lost the election. Their invitation to me to come be with them that night and capture that on camera to me cemented the commitment that they had made to transparency and to helping to capture the story of their experience. That was a really profound moment for me as a filmmaker, in terms navigating a filmmaker-subject relationship.

What did it feel like for you in that moment?

As the campaign gained steam in the closing months and became this national phenomenon, I began to feel a greater and greater responsibility to do an excellent job with this film, to capture and communicate the experience. And on election night, I was so focused on making sure that we were capturing the moments that would allow me to tell the story — I don’t know that I felt a whole lot else. I felt empathy for what our subjects were experiencing, but I was focused on making sure that I didn’t drop the ball, that I did my job in those circumstances. When I woke up the morning after the election, I felt an even bigger stronger sense of energy and excitement about the film, because I knew that it was even more urgent now to tell the story of what this campaign meant to the people that were part of it and to the movement that had swelled behind him. It very much felt like the beginning of something, not the end of it.

How did the guys from Pod Save America end up as a production partner?

The Crooked Media team has been involved in this film really almost since its inception. Tommy Vietor, one of the co-founders, and I went to high school together, so we’ve known each other for 25 years. When I got the access to Beto and they learned more about him and were intrigued by him, they were willing to come on board. That helped us with some early momentum in funding the film. They were involved long before anyone thought that Beto could win this race, and literally years before anyone thought he could be part of the 2020 conversation. They provided some really great creative feedback on some cuts of the film. They obviously have not been involved in documentary filmmaking at all, but as former Obama speechwriters, and Tommy was an Obama spokesperson and press secretary in Iowa in 2008, they know a lot about narratives — and they also know a lot about politics and the shape of a campaign, the way that politics is being covered, what’s being missed in that coverage. Their insight and feedback as we pulled the edit together was really helpful.

How much were you trying to make two possible movies at the same time, for a win or a loss?

We did shoot over 700 hours of footage. I knew we had to start editing way before the election — we started about six months before the election with two editors. That helped us keep pace with the footage. It helped me get a feel for what we were doing right and what we could do better, and in the closing months of the campaign it helped me get a sense of what do we need versus being completely reactive and feeling we need to shoot every second of every day.

But which movie were you making?

Our plan A always was, he has a chance, but let’s face it, he’s most likely to lose. I had a hard time convincing people at first that there was a film here even in the case of a loss. I would always use the example of the film Street Fight, about Cory Booker’s mayoral campaign in Newark, N.J. That film — Booker loses that race. The film was nominated for an Academy Award. By Oct. 1, we had a very rough working cut of the first two-thirds of the film. There were really three scenarios in my mind: He pulls off this incredible upset, he loses close, or he loses badly. For the most part, the story lines of those first two scenarios are very similar. The growing traction of the campaign. The energy that blooms behind them. The struggle and the challenges and moments of frustration on the campaign trail — they were all going to be in this film either way. It’s the response to the results of the election, the closing 15 minutes of the film — that’s what felt like it would swing the most either way. It wasn’t as binary as these are the winning scenes and these are the losing scenes — unless he had lost badly, ultimately this was going to be a hopeful, inspirational film.

Are you still shooting with him?

We wrapped on this project. Obviously there’s a lot of speculation on what he’s going to do next. I just focus on my job — to tell the story of this first breakout campaign.

Running With Beto will premiere May 28 on HBO. Watch an exclusive clip above.