Summer 2017

Making the Impossible Possible

Unwilling to back down from a challenge, Michelle MacLaren leaves no "rock left unturned" when it comes to achieving her vision on such shows as Breaking Bad and Game of Thrones

BY MARGY ROCHLIN

Photographed by Shayan Asgharnia

It's somehow fitting that while attending a week-long directing intensive at Maine's Rockport College, Michelle MacLaren, who'd yet to land her first professional directing gig, chose for her class assignment to shoot a particularly harrowing scene from Thelma & Louise.

Looking back, the Canadian-born, Queen's University film studies graduate says she liked the idea of juggling the scene's many components. "It's three people," she reasoned about a moment from the 1991 feminist road movie that involves a vicious attempted rape, the wielding of a concealed weapon and the death of the assailant. "There's action. There's drama. And it's fairly complicated."

But a quick perusal of MacLaren's work—she's directed episodes of The X-Files, Breaking Bad, Better Call Saul, The Leftovers, Westworld and Game of Thrones—indicates her choice was also a bit of career foreshadowing. Over the past 15 years, MacLaren has built a reputation as a director with a love of sweeping panoramic landscape shots—she cites Sergio Leone as one of her big influences— and an impressive knack when it comes to shooting gunfights, blood spray and protracted face-offs with unhappy conclusions.

Her first-ever "directed by" credit scrolled on an episode of The X-Files, where she also served as co-executive producer. But it was the bleak AMC drama Breaking Bad that became her industry calling card, showing off her way with elegantly composed, emotionally strained scenarios that teemed with bad guys. "She'd always push to shoot the most intense version of these climatic scenes," recalls Melissa Bernstein, producer on Breaking Bad and Better Call Saul. "She was always experimenting, always wanting to put a camera in an unusual place and see if it worked. There's never a rock left unturned with Michelle."

Most recently, MacLaren directed the pilot of HBO's The Deuce, about the growth of the New York porn industry circa 1971, with James Franco starring as identical twins. There's also a feature film in the works at TriStar to which MacLaren is attached, based on the novel The Nightingale by Kristin Hannah. Next, she's teaming again with Breaking Bad creator Vince Gilligan and actress Octavia Spencer on a limited series for HBO about suicide cult leader Jim Jones. "Talk about dark," says MacLaren about her and Gilligan's steeped-in-research conversations.







MacLaren directs her first pilot, The Deuce, about the porn industry in New York circa the '70s and '80s. (Photos: Paul Schiraldi/HBO)

Q: Let's talk about The Deuce, which was the first pilot you ever directed. What sort of movies did you watch to research that early '70s look?

A: Taxi Driver. Panic in Needle Park. Saturday Night Fever. Also Serpico and Scarface. The French Connection. Gosh, I watched so many different things.

Q: What's the trick to shooting an actor in a double role?

A: I was at Working Title in London and was chatting with Tim Bevan. He'd just produced Legend where Tom Hardy plays twins. I said, "I'm going to do this pilot with James Franco where he's playing identical twins. Do you have any advice?" And Tim said, "Figure out which one of the twins moves around more, is more gregarious, and always do their coverage first." In other words, if you do the more sedentary twin first, you're confining the more overt character. I thought, "That's so obvious." But I hadn't thought of it until that conversation. So when we went back to New York, I said to James and the producers: "Look you guys. Here's some advice I got." And they went, "Yeah! That makes sense." So that's what we'd do.

Q: What was your role in the casting process?

A: Ironically, a few months earlier, a friend of mine had come to me and said, "I have this pilot [script] with Maggie Gyllenhaal. Will you take a look at it?" And I read this pilot and I thought, "Wow, this is really good." So I met with Maggie and we really connected, and she said she wanted to do something that was really cutting edge and different and challenging for her. That pilot didn't work out for either of us because they went to a different network.

Three months later, Deuce comes along and I thought, "I think I know who'd be really good [as a prostitute named] Candy." I'd just come on the show, and we were having a conference call about casting and I said, "Look you guys, I have an out-of-the-box idea for Candy," and they said, "Yeah?" and I said, "Maggie Gyllenhaal." Then dead silence. This was the moment where I assumed they were thinking [horrified], "Why did we hire her?" Then [co-creator] David Simon goes, "Do you think she'd do it?" So we reached out to Maggie, and I think within 48 hours, we were in New York sitting down with her.

Q: You directed the second episodes of The Walking Dead and Better Call Saul. How does directing a pilot compare to the challenge of those episodes?

A: The pilot traditionally has more time and money. They're establishing character, they're figuring out the look, they're starting from fresh.

The first episode after the pilot is when it's time to figure out how it can be done in the formulaic eight days. But they haven't necessarily made the script smaller. This is the recipe you have to create and figure out. It can often take three or four episodes to understand, "OK, this is what we're able to do within the time frame and with this amount of money." And so it's challenging.

Frank Darabont came up with the look and tone of The Walking Dead, and he introduced the [principal] characters. But when the main character, Rick, gets to downtown Atlanta, he meets more characters. So we had to introduce those characters in the second episode. In episodic television, there are characters introduced throughout the series at different times. In the case of The Walking Dead, we just happened to introduce several new characters in that second episode.

Q: You've worked almost exclusively on shows that have a passionate fanbase—Game of Thrones, Breaking Bad, The X-Files. Does the desire to please them ever creep into your consciousness?

A: For the most part, I try not to think about it. For example, I was directing a Game of Thrones episode—"Second Sons"—and I was on a hilltop in Morocco and we were setting up this huge shot and this really sweet camera assistant came up to me and said, "Are you thinking of the tens of millions of people who are going to watch this?" And I looked at him and said, "No, I'm not. I'm thinking about this moment, right now, and how we're going to make it the very best shot. Because if I think about that other stuff, it's too overwhelming." You have to always think, "Is this the best way to tell this story in this moment?" And that's what you have to focus on. Having said that, Walking Dead is based on a graphic novel. In season four, I directed an episode and the showrunner came to me and said, "We're going to write a scene directly from one of the graphic novels that's a major fan favorite. Would you mind shooting it the way that the graphic novel is drawn?" and I said, "Not at all. It's fine." So I got the graphic novel and I looked at it and said, "Awesome." So we duplicated that moment beat by beat. That was absolutely, specifically, for the fans.

Q: You directed 11 episodes of Breaking Bad, more than anyone else. Is it true that Vince Gilligan had to convince AMC to let you direct your first one?

A: Well, when he got the pilot, Vince called me and said, "Can you produce this with me?" and I said, "I'm not available." So he said, "Will you direct in the first season?" and I said, "I'd love to." So he went to AMC and said, "Here's my directors and one of them is Michelle MacLaren," and AMC said, "Michelle who? No." They only knew me as a producer. So he said, bless his heart, "I want her to direct." Two days before I was going to direct, the writers' strike happened. So Vince called me and said: "Michelle, we're shutting down. I'm so sorry. Will you direct next season?" I said, "Sure."

Q: Talk about the visual language of Breaking Bad, which famously incorporated unusual shots.

A: In Vince's pilot, he'd introduced the concept of breaking the fourth wall. The first time I did it was in "Four Days Out." For the very last shot of the montage with Jesse and Walt cooking meth, we took the wood out of the countertop that they were making the meth on, put in plexi, and we put the camera underneath and looked up as these two guys are pouring the liquid meth. The whole thing we were trying to show was that Walt and Jesse are starting to connect, becoming successful at working together. So that showed them side by side as the ultimate product is being poured.







Michelle MacLaren makes the most of each shot on Breaking Bad, a show that sealed her rep as the go-to director for epic gunfights and extreme violence. (Photos: Ursula Coyote/AMC)

Q: In "To'hajiilee," there's an incredibly intense shootout between a group of heavily armed neo-Nazis and two DEA agents. What was the episode that cemented your reputation as the go-to Breaking Bad director for epic gunfights and extreme violence?

A: I'd say it was "One Minute." That's when Vince nicknamed me Samantha Peckinpah. He'd always say to me as I walked off the set, "Not too much blood!"

Q: "One Minute" is known for many things, including a strange splitsecond decision you had to make.

A: This was in 2010. Today we'd do what we did with visual effects. But what happened was we had a blood rig up the back of this guy's head. The cousin comes around the corner and he shoots him, and the special effects guy hits a button and the blood rig, a condom full of blood, was supposed to burst and blood goes everywhere.

So, "Action!" The cousin comes around the corner, shoots the guy, and the condom goes flying out and doesn't break. It looked like brain matter. And the guy fell down like he's hit. And I just went [horrified]: "Oh, my gosh. What happened?" We all went running over there. He was fine. But there was a giant condom full of blood lying on the ground. Everybody looked at me. It took so long to set up the shot. They said, "Michelle, are we going to do it again?" We didn't have time. So I said, "No, it looks like brain matter. We're moving on."

Q: What was it like to direct Breaking Bad in its ratings challenged phase?

A: The studio was coming down on us pretty heavily to keep our budget costs down. In "One Minute," Hank throws his car in reverse and squishes [the guy who is trying to kill him]. I thought it'd be cool to mount a camera underneath Hank's car and get a shot of the legs before they get squished. But we couldn't even afford to get a camera with an Eyemo. But visual effects and the way you can actually touch up a not-as-highquality shot had advanced so much. So I went online, bought the highest-quality cheap high-def camera that I could—it cost $1,000—and we mounted it underneath the car. It was like my pre-GoPro. I wanted to be very respectful of our cinematographer, Michael Slovis: I always went to him and said, "Can we try this? If it looks horrible, I promise we won't use it." But we only used it for a nanosecond. Then we continued to use that camera to the point that we finally sacrificed it when the RV got [demolished] in 2012. By that point, it'd paid for itself over and over again.

Q: You'd been thinking about becoming a director for a long time. What made it happen?

A: I went to the producers of The X-Files and we were going into season nine and I said, "Can I direct an episode?" I had some incredible mentors: Kim Manners, Rob Bowman, guys that I worked with [on The X-Files] and who I got to watch direct. It just happened that the first time I got to officially direct was a script [called "John Doe"] written by Vince Gilligan.

Q: How did it go?

A: I was terrified. I remember Kim saying to me, "Michelle, on the first day you are going to feel ill until about noon. In the afternoon, you'll be fine." And sure enough, the first morning I was like: "Oh my god. I feel horrible." Then I felt fine. And after that, I had my "aha" moment.

Q: Which was?

A: My most wonderful realization was how much I enjoyed my relationship with the actors. As a producer, you have a certain relationship, which hopefully is great, but it's different. As a director, you are collaborating with the actors to create this story and character. That was so new to me. And I thought, "Wow, I really love doing this."

Q: What else did you learn?

A: We were doing this giant action sequence and I had nine cameras, a bus was backing out of a barn and tipping over on its side. So I had this idea of mounting the camera on the hood of the bus so we'd be looking at [Robert Patrick] and the mountain he's heading toward out the back window as he's backing up. And someone said, "Michelle, that's physically not possible."

I thought, "OK," but I was confused. It seemed like it could be done. Vince [Gilligan] had come up to the set to visit that day and helped me learn something very valuable on that episode. As the guys were setting up the cameras, Vince goes, "What's up?" I said, "They said they can't do this shot [I wanted]," and Vince said, "How do you see it in your head? Describe it to me." So I did. Then Vince said, "Go back and describe it that way to the cinematographer."

So I went back to the DP and said, "Let me explain myself better. Here's the shot that I want, why I want it and what I'm hoping to see." And the DP went, "OK, now I get it!" So we got a finder, lined it up on the bus hood, and he said, "Show me what you want to see," and I lined it up and said, "This is what I'd like to see." Then the grips came over and figured out how to mount the camera on the hood of the car.

It was a great early lesson for me about the importance of explaining a shot. The cinematographer is your partner; they're going to help you figure it out.







(Top) MacLaren sets the scene with actor Andrew Lincoln on The Walking Dead; (Bottom) With Liv Tyler on The Leftovers. (Photos: (Top) Gene Page/AMC; (Bottom) Paul Schiraldi/HBO)

Q: You took acting lessons for three years so you'd better understand the acting process. What kind of notes do you like to give?

A: First of all, every actor is different. I'd never give a note until I've seen what the actor is bringing. Even if you're seeing it for the first time and you're thinking, "Oh, my gosh, this is so not what I'm thinking." It's important to see what they're bringing first. Then I try to give context to the note.

Years and years ago, when I was a young producer and had never directed anything, I sat next to John Badham on a plane. It was embarrassing, but I said to him, "I hope to be a director someday. Is there any advice you can give me?" And he talked to me for two hours about directing and said something I've never forgotten. He said, "Imagine you're shooting a scene where a guy is coming out of an apartment; the camera is in the hallway; he walks down the hallway past the camera. And you think to yourself: I want him to go faster. Instead of saying, 'Go faster,' I'd say to him, 'Let's do it again. Only this time, you're going to a very important meeting." Of course, there's times when you just say: "Go faster." But I try to remember the advice and give it context. Instead of "Hey, can you be happier?" explain why.

Q: Your history with the Guild stretches back almost 25 years.

A: Before I became a director, I was in the Guild as a production manager, and I took a directing class at the DGA. It was a three-day intensive, and it was phenomenal. I feel our Guild is incredibly supportive, and when we have questions or need to clarify something, Bryan Unger is always there to help.

For years, even in the most remote locations, there's often a rep who shows up and goes, "Hey, how's everything going?" So there's this incredible support system. You hope you never have to call up because you have a complicated situation—but you know it's there.

Q: Part of your gold-star reputation on Breaking Bad had to do with particularly evocative montages. Break down the memorably brutal montage in that episode where 10 prisoners in three different jails are murdered in roughly 120 seconds.

A: We found this jail in downtown Albuquerque that was shut down. It was a full-on maximum prison. This place was terrifying and so bizarre. Our fabulous production designer, Mark Freeborn, picked three different locations in the prison and they painted them differently so they'd look like different prisons. We had one gigantic day in that prison. Everything had to be planned to a T; every single shot I had to work out ahead of time. We had a technical advisor who used to work at the prison. We hired some ex-cons. And we prepped it like crazy. With montages, you have to have really good plans to be able to execute it in the time you want.

Q: What was the plan for shooting the comedic courtroom montage for Better Call Saul?

A: We wanted to show [that Bob Odenkirk's character] was a really hard-working lawyer, that he took his job very seriously, that he was a good guy. But we didn't have much time to shoot it. So I thought, "Why don't we lock off the camera, give Bob different scenarios, switch out the background occasionally and just let Bob be Bob?" He's a brilliant standup.

We were in a courthouse. It was an all-night shoot. It was 4 a.m. and everyone was exhausted. So I got behind the camera and I'd throw out a scenario to Bob and he'd go with it. I don't usually direct hardcore comedy, so I'd never witnessed improv like this before. We were laughing so hard behind camera, we had tears coming down our faces.

About three weeks earlier, I just happened to be talking to friends about directing comedy, and they were telling me about what it's like to direct guys like Will Ferrell and how they improvise and try all this different stuff. And I remember saying to my friend, "How do you know when to cut?" and he said, "You just know." And I thought, "OK," but I wasn't sure what that meant. And here I am, three weeks later, doing it. Bob is being so funny and I knew when to cut because Bob cracked himself up. That's how I knew he was done and ready to go to the next scenario.

Q: In The Walking Dead episode "Guts," two characters get past hungry zombies by smearing themselves with intestines and severed body parts. You've said that your objective was to get the viewers to "smell" the characters.

A: You want to take it to the point that when you're standing there looking at it, you're all going, "Ewwwww." First of all, the fake guts we had were so disgusting. We had a fake hand that really looks like a hand and the actors were covered in these sausage-shaped things that [doubled for intestines] that are full of fake blood. That smelled. It doesn't smell like real guts and goo, but there's just a different smell to it.

So now [that Steven Yeun and Andrew Lincoln] are covered in this gooey, icky stuff, I'd say to them, "It stinks." You want it to be tangible to them. When we were doing the scene where they were cutting up the body and putting the guts on themselves, Steven and Andrew were totally disgusted. When you direct a scene like that, I direct it as if it's really happening. Sure, you're making jokes and trying to keep things light behind the scenes, but you're not mocking what you're doing. You're taking it seriously. You're imagining they're cutting up a body and [draping] on the body parts, which is icky.

Q: Where do you like to be when you're directing—in video village? Behind the camera?

A: I like to be as close to the actors as possible. So the best place to be is with the camera guys. I always like looking through the camera—not when we're rolling obviously, but when we're setting up shots. What I'm watching is the performance, and then I'll glance down at the monitor just to see what the framing is and what we're getting and what we're not getting in that shot. But being able to look at the actor in real life as opposed to on a monitor is always better when you can.

I'll go to video village if there's something about the set that doesn't allow me to get in there. Or sometimes with visual effects, you've got to make sure that certain things are happening.







(Top) MacLaren and her team survey the scene in Morocco for Game of Thrones; (Bottom) Instructing Peter Dinklage on the proper use of a knife. (Photos: (Top) Courtesy Michelle MacLaren; (Bottom) Helen Sloan/HBO)

Q: How close can you even get when directing Game of Thrones?

A: It depends on what you're doing. When you're doing these massively wide big shots, you want to be at video village because you need to see what [you're shooting], especially if you've got visual effects.

The mini-monitors are for performance scenes. I think when you're doing action scenes, you spend more time running back-and-forth between the set and video village. Game of Thrones is huge, and there are so many complicated setups, so you really have to be able to see what's going on. They have not tiny, but smaller director monitors that you can move around with the cameras. I like to work closer to the operators.

Q: Was it a big adjustment to go from directing Breaking Bad to continent-hopping on Game of Thrones?

A: I swear for the first week my 1st AD, my DP and me walked around with our jaws hanging open. It was all our first time on the show. I'd never seen such big sets and so many people. But I very much like to shoot scope, and I love it when I get to use wide lenses and establish things with geography and then come in tighter with the actors and set these worlds. That, to me, is really fun and exciting.

On Breaking Bad with [the New Mexico sky and desert], we had a great palette. On Walking Dead, we were in downtown Atlanta seeing this massive world of zombies—there was this scope. Also Breaking Bad was very cinematic: We wanted to shoot it like a movie. Same with Walking Dead and Game of Thrones.

Q: Is it important to be fully immersed in the complicated lore of a show like Game of Thrones?

A: You need to really know the show. All 10 scripts are written ahead of time, and each director has to know all of them. We need to understand where their characters are going and where they're coming from. In season four, for example, [fellow GOT director] Alex Graves and I had a storyline that was set up in one of our episodes and executed in the other. So I went to Alex and said, "Hey, how are you going to plant this seed here?" You have to be aware of that stuff. I can't imagine anyone directing on Game of Thrones and not having watched every single episode.

Q: How much input do you have in the action sequences?

A: I want to preface this by saying that 99.9% of Game of Thrones scripts are the writers. But when you're doing action, they're not scripting it out beat by beat. They'll write what happens, but the director has to figure out in collaboration with the stunt coordinator and special effects how you're going to execute it.

Q: Give an example.

A: In "First of His Name," Jon Snow gets inside Craster's Keep, where he goes to have a big one-on-one knife fight with Karl Tanner, a really bad guy. So I met with everyone ahead of time and said, "Here's the story I want to tell with this action sequence. We're going to mostly be following Jon Snow," and then they went off and choreographed some things and, after seeing that and making some adjustments, I could figure out how to shoot it.

But here's the problem, and it's so Game of Thrones: What was originally written in the script was that [Karl Tanner] got his head chopped off. But that was happening to someone else in another episode. So we were like, "What can we do that's different but still is incredibly dramatic?" So myself, the stunt coordinator and the visual effects team came up with Jon Snow [getting] knocked down and Karl Tanner is going to kill him, so this woman distracts him and Jon stabs him through the throat with a sword. Then we pitched it to the writer.

I told them about the two shots I wanted: A raking shot so when I'm looking sideways, you can see the sword going from the back of his head and through his mouth. The other shot I wanted is straight on Karl Tanner so you can see the sword coming out of his mouth with Jon Snow behind him. We budgeted it out, and it was really expensive to do.

Then the special effects and the stunt guys go, "You know what? We think we can do the raking shot with a rig on the side of this guy's head." So they put the rig on the right side of his head and the sword is already in the rig and the actor just pushes the sword through the rig and it looks like it's coming through his mouth. We tested it and it looked great. So that meant that the straight-on shot was the only visual effects shot. So we went from going from two expensive visual effects shots to one.

Q: Have you ever thought about switching gears and directing, say, a heartwarming romantic comedy?

A: I never say never. And I love to go see romantic comedies. I'm the first person in the theater. I think Nancy Meyers is brilliant at them. But directing a big, epic romance like The English Patient? I'd love to.