'Freaks' Directors Zach Lipovksy And Adam B. Stein On How They Made The Wildest Indie Superhero Movie Ever [Interview]

Freaks is one of the most pleasant surprises of 2019, the kind of small movie that makes you sit up, pay attention, and wonder "Who the hell made this?" The answer to that question is the directing duo of Zach Lipovsky and Adam B. Stein. Their film is a delirious blend of horror, science fiction, and yes, superhero movies, unfolding from the point-of-view of a young girl in hiding with her paranoid father. And from there, we slowly learn more about what's real and what's not, with genres bleeding together until the resulting film is hard to classify in the best possible sense.

I spoke to Lipovsky and Stein over the phone and learned about the origins of Freaks, the importance of making a film over which they had total control, and what advice they'd offer to other independent filmmakers hoping to get something made. Freaks opens in theaters on September 13, 2019.

At some point, I have to imagine you realized you could put X-Men in this title and try to sell it to Fox, but you ended up doing something smaller. What were those conversations like? At what point did you realize you could make this something smaller for yourselves as opposed to something bigger with a brand name on it?

Lipovsky: Well, we would have had to give them a cut at that point, and that would have been no good.

Stein: That's sort of the origin story of this whole thing, which is that Zach and I have been filmmakers trying to make our way and trying to get things made for fifteen years now. We've worked on some things along the way for other people and we've had a lot of movies that we tried to make that fell through and never happened, and at one point around five or six years ago, we got together and said, 'You know what? We've gotta write a movie that we could make ourselves, even if we have zero dollars. What kind of story would we want to tell even if we didn't have any money and we had to act in it ourselves and we just had to shoot it in a house? What would that story be?' That was the initial conversation that led to us developing Freaks. All along the way when we were making the movie, even as it got to be a little bit bigger than that, we never wanted to give up control of it. We never wanted to even bring on big producers or something. Because we'd been through that before and it had ended in tears. So we really just wanted to make something small that we could keep in charge of and make sure no one ever derailed it.

Lipovsky: But make sure that it felt like the kind of movies that we wanted to make.

I was very fortunate when I saw this, because I had managed to not see the trailers. I didn't know much going in, and the mystery unfolding how it did was incredibly satisfying. What I want to know is, when you're writing a movie like this and there's this big mystery and you're stuck in the POV of a character who deliberately does not know much, where do you start with that? Do you decide you need a mystery first, or do you map out first and then build a mystery from that? How do you build that script?

Lipovsky: We had a really clear idea of what the world was from the very beginning. We were really excited, and the inspiration for the movie was to tell the movie from the perspective of a character that didn't know what that world was yet. One of the early inspirations was, two things: one was Adam's son, who was five when we were writing the film, and his son was just starting to understand the world. He didn't know what was real and what wasn't. Dreams, OK, those aren't real. But that weird sound outside, that car alarm? That is real. What's dangerous? What isn't? We were really inspired by the perspective of a kid, and how a kid doesn't yet really understand what the rules of the world are yet. We thought it'd be really amazing to see a sci-fi film where you're in the same shoes as the protagonist. It's funny, Adam has this story about seeing The Truman Show for the first time, where he went to go see the film, but he missed the first five minutes where they explain everything.

Stein: I walked in after they had already explained the dome and the cameras and all that stuff. So I walked in and I was just with Truman, as paranoid as he was, as confused as he was. It was a magical experience, because I don't think I'd ever had that level of character identification. He was so paranoid and he was right – he should be paranoid. But it was all because I missed that exposition. So we were very excited to tell a story like that. That kept the audience on edge while also being sort of unpredictable as to where it was going. As sci-fi fans, as genre fans, it's kind of rare that you see a movie these days that feels unpredictable because genre itself clues you in to what's going to happen. You know who the good guys are, who the bad guys are, who the killer is in a horror movie. You kind of know what's going to happen. Some of our favorite moviegoing experiences have been where we didn't know what was going to happen.

How do you direct a child performance like this? Did she know what the endgame was here? How did you tap into the confusion of a child?

Lipovsky: One of our main things is to always connect it to real stuff from their life, no matter how sci-fi it gets, no matter how weird it gets. Find things that they have experience, and try and find a similar emotion in their actual life. Sometimes we would even act out scenes from her actual life. If she was having an argument with her father that was really heated and screaming and crying, first we would find out what's an argument from her actual life. Sometimes we would even improvise that on set, just to connect to those real emotions and then do the scene, so it felt real. Even the things where it's really intense, obviously it's an R-rated film, there's people that die, there's crazy things that happen, but it doesn't feel that way when you're on set. Obviously when you're on set, it's a much more fun, almost like you're all out putting on a play. All the blood looks like nothing, and all of that kind of stuff. So she had an amazing time and her family was there. It's funny, because when people see the film and when she's at the screening of the film, everyone falls in love with her, she's so charming and bubbly, she's this fun, amazing little seven-year-old. But in the film, her performance is so breathtaking and so intense that when we have screenings and she's not there, often the first question is, 'Is that little girl OK? Is she in therapy?' But that's why we cast her, because she was someone who was just so tapped into her raw emotions but at the same time was mature enough to, as soon as we say cut, snap right back to being a little girl and was aware that what she was doing was work. She was excited by the promise of that craft, rather than disturbed by it. She's really the thing people talk about. They go into the movie because of Bruce Dern and Emile Hirsch, who are known for incredibly honest and intense performances, but when they come out of the film, they're often only talking about her, which is quite a testament for someone who's only seven years old.

One of the things I really appreciate here is that so many movies with child protagonists tend to lean on the kid being too precocious, too smart for her own age, essentially a miniature adult, because it's easier to write a child like that. Whereas Freaks really sublimely taps into the confusion of being an ordinary kid in an extraordinary situation.

Stein: Thank you. Yeah, we were very much inspired, as Zach said, by my son, and some of the things Chloe says in the movie came right from him.

Lipovsky: 'I hate you. I want you to die.' (laughs)

Stein: As a dad, I experienced firsthand and was sometimes intimidated by how intense kids an get. Kids are very emotional. Ups, downs. Often when you see movies with kid protagonists, they're either cute or they're very measured and sort of passive observers sometimes. We really wanted to capture the roiling, bubbling fierceness of childhood and feel what that was like. But then also we did a lot of things when we were filming the movie to put the audience into her perspective. We basically filmed the movie from her height. All the shots of her are with her, and all the shots of the adults have the adults looming over you. It's sort of a subtle thing, but you maybe start to feel like what it's like to be a  kid, with these adults looming over you telling you what to do as you yearn for some degree of control over your life.

The movie has this really surprising escalation, where it starts with this one room story where you don't know what's going on to the point where by the end it opens up the world in a way that I didn't see coming. When you're sitting in the editing room and you realize we're going from this one room story to essentially a sci-fi epic, were there ever points where you're nervously going, 'Is this transition going to work?' What's that like to be sitting there making those decisions?

Lipovsky: We love sci-fi epics. Those are the kinds of movies we wish we could make, but obviously we couldn't with the budget and means that we had. But at the same time, we were also – a lot of people have called the movie a 'kitchen sink of genre,' because it goes through all sorts of different genres. At some point, it's a horror film, at some point, it's full of wonder like a Spielberg movie, and at other points, there's bloodlust and revenge like a Tarantino film. By the end, it's a sci-fi epic. All those are genres that we love. Usually you see a film and it's one genre. A lot of that is because the studio or whoever has said, 'We want a film that is a specific genre.' We were just making this movie as film fans wanting to make a movie that we'd want to see. We were really driven by making sure it fit her perspective. So whatever she's feeling is the genre that the movie's in. So when she's scared, it's a horror film. And when she's filled with bloodlust, it's a Tarantino film. When she is becoming epic, it feels like an epic. We never really debated if that was the right choice or not – it just felt right to us. But since then, lots of people have brought it up as being something that was very unusual.

Stein: I would say we didn't even talk about genre when we were writing it. We were just talking about the character and what she's going through and what we wanted the feeling to be when you're watching. As Zach said, we tried to track the character's development and what she was feeling and tried to give the audience those same feelings to keep the audience in her shoes, and I think the experience of watching it is, as she changes over time, it feels like the genre changes. But it's really because she's changing. That's how I think of it.

Speaking of genre stuff, there's not quite a rule, but a running joke I have with my film friends. I call it the "Gregory Peck Rule," which is The Omen worked because Gregory Peck is in it and you believe everything he says because he's such a believable actor so you're able to buy this story about the son of Satan is actually happening. Then you have Bruce Dern and Emile Hirsch here who are actors who I believe every word they're saying because they're actors who really are committing to it. Can you talk about bringing in actors – especially Bruce Dern, who is a legend – to take material that could have been silly with the wrong actor, but he sold it, because you want to believe Bruce Dern?

Stein: Yeah, it's funny because Bruce himself has said he hates sci-fi, and he actually hadn't done a science fiction movie since 1972 – Silent Running, where he was acting on a spaceship against a bunch of robots. After that, it was a conscious choice of his where he said, 'I don't want to do sci-fi anymore. I don't want to act with robots and aliens. I want to play real people and get deep into these real characters.' We were very grateful that he saw in our script that that's what we were trying to do. Even though it was a sci-fi world, our primary interest was really getting deep and real in these characters. He really sunk his teeth into the idea of saving his daughter.

Lipovsky: Emile had the same – he was a brand new father himself and experiencing a lot of the fatherhood elements that Adam had experienced that we'd written into the film, and saw the messiness, the ups and downs of what being a parent is really like, and immediately connected to that type of stuff. They all kind of connected to the real, grounded elements and the sci-fi-ness of it all is just the shiny bells around it. We really tried to ground it in the heart, and that's kind of what makes the film so engaging in a lot of ways: you're engaged with the characters and the heart and the family. We wanted to make sure it was never about the president, it was never about saving the world, it was never about a giant blue laser beam into the sky. It was about individuals trying to save themselves, and that way you're totally invested in them, and the actors were as well. They found these characters that were really interesting because they had no good or no evil, they were just this messy group of people that were all trying to do things that they thought they wanted. That was on purpose. We knew we weren't going to have a lot of money to cast super famous actors, so at the writing stage, we were very aware of trying to make sure that every single character in the movie had moments when you were rooting for them and moments when you hated them. Or at least thought that they were making choices they shouldn't be making. Even Chloe's character. That was on purpose to attract actors, because we knew we weren't going to be able to attract them with money. We were going to have to attract them with interesting characters.

Outside the Box

We have a lot of young filmmakers who read /Film, so one question I always try to ask, especially with films that have smaller budgets or independent films, is what were some lessons you learned from making this? As the film goes on, you managed to pull off a lot with a small budget. What are some things you can share with people? 'Don't do this,' or 'do this'?

Lipovsky: Call in every favor you've got. (laughs)

Stein: So many lessons. One of the biggest things we tried for the first time here, and it really was a huge benefit, was we experimented with an iterative process that we were really inspired by studying Pixar and the Spider-Verse filmmakers and other people in the animation world who have used iteration to really, really hone their movies. A lot of people have said, 'Oh, you could never do this in live-action.' We tried to find ways of using it. For instance, when we were writing the script, we did five or six staged readings of the script where actor friends would come together in front of a small audience. We would do a reading, and then we would completely rewrite the script based on the feedback and on our perception of how the movie was working from those readings.

Lipovsky: I can say that movie was a mystery, the first reading we did, not a single person understood anything about the movie. They were like, 'What's going on?' (laughs)

Stein: Yeah, they got to the end and were like, 'So, are they all ghosts? I don't get it.' Because we were being too subtle in the first draft, even though we thought it was obvious. So you really keep yourself honest, and if you can get rid of your ego and really listen to the feedback, it's so valuable. We then did a pre-vis shoot in our house with other actors who were playing the parts with no lights, no costumes. We basically shot the whole movie and really learned a lot. When you're on set shooting a movie, you learn a lot about the script and, 'Oh shit, this scene isn't working.' So we wanted to learn all that before we got to set. So we did that with a little pre-vis shoot. Then in post, we did test screenings of the cuts almost every weekend with groups of new fresh-eyed friends.

Lipovsky: For months.

Stein: So we could really see what was working. For four months, we did it almost every weekend. We would edit all week and test the edit. Zach and I had both been editors in the past, and had seen that usually when you work on an indie film, the director will do one test screening with their friends, maybe they'll listen to the advice, maybe they won't, and then they're done. We really found value in doing it again and again and again. Because you work all week, you think you've solved a problem, you test it again and you realize you haven't solved the problem yet. So we really kind of fine-tuned it so that we knew by the end that the audience experience was solid. It was all free to do. It took a lot of sweat, it was very, very hard work. It took a lot of potentially ego-bruising, 'Oh my God, this movie isn't working at all' moments, but it was so worth it.

So what's happening next? Are you guys using this to get more meetings? Are you working on something else? What can you tease? I really want to know what you have up your sleeve.

Lipovsky: We made this film so we could show the world the voice that we have, that we wanted to show what we could do. It's led to all sorts of exciting things. One of the coolest is getting a lot of our idols, people that we never thought we'd ever get to meet, getting to see the film and love the film and then want to work with us, which has been really incredible. Above that, we've really wanted to do more with the world. In the film, you've seen one little slice of this world because we told a small story, but we feel like there's a much bigger world to explore. Which we would love to do, but a lot of that comes down to if people show up on Friday the 13th or not, basically. We have this tiny indie that it's amazing that it got to the point where it's going in theaters across the whole country, in North America and even other countries as well, but if no one shows up, then unfortunately, that'll be all for the Freaks. Currently, the movie has led to a lot of exciting stuff: meeting people in L.A. and potential projects. But the most important thing is that it's led to maybe being able to make more in the world of Freaks. That would be awesome, if possible.

I imagine in the landscape now, if not a film sequel, YouTube, streaming, comics – there are so many ways to tackle different stories set in this world.

Stein: We're really excited about the idea of a world where there are superpowers, but there are no heroes. No heroes, no villains. It's just people trying to live their lives, but they have something that makes them different. An ability that doesn't make them a hero, but it makes them a target. There's no Professor X in this world who formed a group to train people, and no one puts on weird costumes or comes up with fancy nicknames. They're just living their lives and trying to help their families and doing all the things that normal people do. We're pretty fascinated by that, and hopefully people are interested enough to come check that out.

I feel like that's one of the things missing from so many big budget movies. One of the things I love about Marvel Comics is that so often they slow down and say, 'What does the hot dog vendor think of the alien invasion? Spider-Man has an opinion, but what does the guy on the street corner think?' That's what I really enjoyed with your movie, the idea of this ground view. Ordinary people, superpowered or not, living in a world with the repercussions of this. Like the best genre storytelling, it feels relevant. It's the kind of movie that's reacting to the modern climate in ways that I'm glad are being told.

Stein: It's interesting because we were writing it just when Trump was starting his campaign, so some of that rhetoric influenced us and filtered into the world. We were also heavily influenced by – I grew up going to a Jewish day school where we learned about the Holocaust all the time. Stories of parents trying to protect their kids from a dangerous world and what they did to do so. We tried to research and study the way that history repeats itself, whether it's Japanese internment camps, or Zach knows a lot about the native populations and the way they were persecuted in Canada and the U.S. History repeats itself and it's very, very disturbing. We kind of wanted to make that so on the nose that it became a polemic, but just hold a mirror up to our world in a way that sci-fi can do so well and make you think differently about the way things are.

I love that we can have this conversation about how the movie's reflecting these very deep subjects while it's also really fun. It's a good time at the movies, and that, to me, is a testament to what the genre can be: you're thinking about dark subjects, but also, what a great movie to grab a drink and a bunch of popcorn and watch and have a conversation afterward. To me, that's why I go to the movies.

Stein: Yeah, we wanted people to go out of the movie debating. Was it a good thing what Chloe became? Is she someone you should root for, or someone you should be terrified of? Those sorts of debates, we were really excited about. The other thing that inspired us was a This American Life podcast that John Hodgman did where he interviewed people about what would they do if they had superpowers. Have you ever heard that one, Jacob?

Yeah, it's been a little while, but I remember when it first came out.

Stein: And people said things like, 'If I could turn invisible, I would spy on my ex. If I could fly, I'd fly to Paris.' He interviewed a bunch of different people, and at the end of the podcast, he said, 'You know what no one said? No one said I would fight crime or save people.' That was one of our initial 'What ifs' about the world: if people started to develop abilities, they would still be people. Nobody would go and start saving strangers because they don't do that now. That was kind of an interesting thing. And we started imagining what would happen in society if people had these abilities and were just using it for their own little wants, and the way that would create a crackdown and a cycle of violence that we've seen so much in history.

I'll wrap this up with a question inspired by that answer: flight or invisibility? I want to hear your thoughts if you could have one or the other.

Lipovsky: I would choose flight because ever since I saw The Rocketeer when I was a kid, I've wanted a jetpack. And often I think about how much I want to fly when I'm just walking down the street. Pretty much every day I think about wanting to fly. To the point where I've almost wanted to get my pilot's license. It's funny, because in that podcast, he says that everyone says they would pick flight, but actually, if they were really being honest, I think everyone would pick invisibility. (laughs)

Stein: Also inspired by that podcast, I'll say that I'm tempted to pick invisibility, but I know flight would lead to a happier life.