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Good Things Come to Those Who Wait: How the Writers/Directors of THE WAY WAY BACK Made Their Directorial Debut Their Way (Q&A Screening)


It’s not surprising that The Way Way Back, one of the most entertaining films of the summer is from writers/directors Nat Faxon & Jim Rash. Faxon & Rash are the Academy Award winning writers of The Descendants, a very funny dark comedy from director Alexander Payne. The Way Way Back is their directorial debut, and the script that got them hired by Payne to adapt Kaui Hart Hemmings novel.

Following the July 13 showing of The Way Way Back at the Arclight Cinemas Sherman Oaks, Faxon, Rash and actress Allison Janney gave a very comical Q&A. They provide a lot of educational information to screenwriters and filmmakers, as they discussed their eight year journey to get the film made their way. Video from the Q&A is below.

waywayback liam slumped on beach

Liam James as awkward teen Duncan.

The Way Way Back follows the shy and awkward teenager Duncan (Liam James) as he’s forced to spend a summer in Marshfield with his mother Pam (Toni Collette), his douchebag stepfather Trent (Steve Carrell), and his stepfather’s sister. Duncan walks with slumped shoulders, looking down, failing to make eye contact with people. He has trouble talking to people, he stares at girls, and the girls laugh at him. When Liam meets Owen (Sam Rockwell), a charismatic jokester at the Water Wizz water park, Owen quickly befriends him and pulls him out of his shell.

While The Way Way Back is certainly a coming-of-age film, a genre that has been done many times, Faxon and Rash bring a fresh perspective to this story. Their characters come off real and genuine, and they capture an optimal blend of comedy and drama. The writers also nail through the relationships of Trent & Pam and Owen & Caitlin (Maya Rudolph) how women always hope they can change their men or that their men will grow or become better people. In Owen’s case it’s a good bet for Caitlin; in Trent’s, not so much.

"The Way Way Back"

Duncan in the way way back of his douchebag stepfather’s station wagon.


The film ends where it began, in Trent’s station wagon. However now the summer is over, and thanks to Owen, Duncan has become a ’10’. Pam realizes she has choices, and she chooses her son. It’s a feel-good ending that is also truthful, because Pam has become empowered through her son coming out of his shell, growing, coming-of-age. She too has grown, when she jumps into the back seat to sit next to her son.

Jim Rash & Nat Faxon at the Arclight Sherman Oaks.

Jim Rash & Nat Faxon at the Arclight Sherman Oaks.


Faxon & Rash started at The Groundlings, the improvisational and sketch comedy troupe where comedians turned actors like Will Ferrell, Kristin Wiig, and Paul Reubens (Pee-Wee Herman) all got their start.

Faxon has acting credits spanning back to 1999 that include Reno 911!, Walk Hard: The Dewey Cox Story, Hamlet 2 and Bad Teacher. Rash’s acting credits start with Tracey Takes On in 1995, and include That 70’s Show, Reno 911! as well, Community, One Hour Photo, Spielberg’s Minority Report, and John August’s The Nines. But it was the screenplay for The Way Way Back that got the attention of Alexander Payne, who hired them to adapt The Descendants. Their screenplay for The Descendants won the Academy Award.

Faxon said that they wrote the screenplay for The Way Way Back about eight years ago, the film was greenlit, then it fell apart. They went to a different studio and had different directors come aboard and those deals ultimately fell apart. He went onto say:

In the meantime, the script did open a lot of doors for us and we got in to meet with Alexander Payne and Jim Burke and Jim Taylor about writing The Descendants and got that job. And certainly after that we had some momentum, and the script had gone through turn around. So about three years ago we decided to direct it ourselves and using the momentum from The Descendants we were able to attract a cast and financing and were able to do it and shoot it through the last year.”



When asked about advice for writers, Rash said:

There was a moment where we were told, ‘we’ll make it with these people.’ And while they were fine actors and actresses, they didn’t feel like the movie we wanted to make. So we made that choice to wait three more years to take a shot to make the movie we wrote a long time ago. To me that just speaks to what I feel like is the process of being here and being in a creative world where every day is an up and down roller coaster. It usually is worth the journey of taking the longer one rather than taking the short quick one for instant gratification.”

Rash also discussed his writing and directing process with Faxon:

We don’t split things up. I know some writing partners tend to, you know you do that scene and we’ll convene and rewrite it together. Because of our improve background at The Groundlings, I think we operate better in that world where we bounce off each other.

The same with directing in the sense that we would make sure that we were on the same page together. We also respect each other, like if one of us feels very adamant about shooting another take. Being friends before we even started, we know how to check our ego aside and allow us to follow that person through that whole thing. So for the most part we’re usually together.”

Janney discussed what it was like to work for first time directors:

I found the directions they gave – they just really know how to work with actors. They knew exactly what they were going to say, what they wanted. Their vision is clear.

One of my favorite directions I’ve ever been given by two different directors was regarding Rick Alexander who plays my son. I was having trouble relating to him and saying some of the things I do. ‘Like really, I have to say that to him.’ And he said, ‘just pretend you’re an old married couple, you’ve been together for, you know, many years,’ and that immediately made me go, ‘oh, ok.’ And then it was just – I have love for him and we’ve been married.”

Nat Faxon, Sam Rockwell, Liam James, and Maya Rudolph at Water Wizz.

Asked if the film was more improv or scripted, Rash responded:

It’s mostly scripted. With that said, we have Sam and Alison and Maya Rudolph who we were in The Groundlings with. We loved the atmosphere of improv. And we especially like improv when you’re coming to it from a place of story and character. Which I think is paramount to really good improvisation.

Being on a small budget we had one camera and we shot this in 24-25 days total. We had to buy one extra day out of our own pockets. And to do that it doesn’t allow a lot of time to just say, ‘let it roll to find the moments.’ We need to find the moments we have, and if we have time we’ll find moments to add.

With that said we’d throw new things at them and they’d offer suggestions. So there’s plenty of wonderful things peppered in. ‘Press my laundry’ is that lady right there [points to Janney]. Although ‘not now woman’ was in the script, they [Janney and River Alexander who plays her son Peter] just kept riffing and kept yelling at each other all the way to the house, so that whole thing about ‘where’s your eye patch,’ ‘I lost it,’ that was just them running with that. Anything we had time for, we went with it.”



When asked how much they write about the characters that we never see, like backstory, Rash said:

Some characters, like the inspiration for the Christmas card stuff, come from our training. The Groundlings is fundamentally an improv theater and sketch comedy, but it’s all rooted in character. You do a lot of character study, asking why people are the way they are, and tapping into your friends and family and coworkers or people you know specifically and getting to the root of who they are.

So whenever we would approach and create these characters it would be a smidgen of someone we might know or an inspiration and then we build it from there. And being performers it’s fun to flesh out their voices to try and flesh out [the characters]. And certainly as you write, some of that history starts to present itself and you start to discover things and they become fully formed people. Sometimes you have a lot to start with and sometimes a nugget of something and it became more as we started writing.”

Alison Janney as Betty.

Allison Janney as the alcoholic Betty.

Allison Janney (The Help, Juno, The West Wing) was the first actor to sign on. Janney said she signed on immediately because of the amazing script. She went onto say:

When I read Betty’s first scene – I don’t know if it’s coming from my theater background – this part just got me so excited because of Betty just diving into that scene and taking over like a whirlwind and throwing up in the mouth. That is going to be so much fun to play and I couldn’t wait to play it.

Jim and Nat told me this great story on how they got the idea for Betty. They got this Christmas card from a family and you know how they send Xeroxed letters about what’s going on with the family. But this one particular letter, it was stunningly negative. Like ‘Susie failed her baton class.'”

Rash said Trent (Steve Carrell) was inspired by his own stepfather who, “decided he needed to tell this sort of introverted kid [Rash] that he need to be extroverted.”

Trent (Carrell) and Owen (Rockwell) faceoff.

Trent (Carrell) and Owen (Rockwell) faceoff.


Carrell was cast against type in the role of Trent. Janney commented:

I thought what genius casting because of Steve’s inherent likability. You just can’t help but like Steve Carrell. How wonderful to have him play opposite of type. And give the character some depth. [Trent’s] just a man who can’t get out of his own way. He can’t help himself [with] the choices he makes. And he knows – he’s stuck in his patterns. I thought it was a genius choice.”

Faxon went onto discuss how they got Carrell to do the role:

We had the whole cast in place and Steve was really the final piece. We had always wanted to shoot on the East Coast somewhere, me being from Massachusetts, and Jim, North Carolina. Most of our memories we shared along that coast. And there was a specific look and feel to it that we wanted to capture.

So we wrote Steve a long letter praying and pleading with him to be in the movie. And he wrote us a very nice letter back that while he loved the script and would be so grateful to be a part of it, he didn’t want to become a Trent to his own family because that was the time they vacationed in Marshfield, and that was a time that he blocked out to spend with his kids.

So then we wrote him another letter saying, ‘Well, what if we shot in your backyard, would that make a difference?’ And it did. And we literally shot in his backyard.”

This is a great lesson in filmmaking: always be inventing ways of working around people and their schedules in order to secure the talent you want.

waywayback sam and liam

Jim Rash, “Owen in our minds was sort of for us like thinking about what Bill Murray felt to us in Meatballs.”

To cast Sam Rockwell in the role of Owen, Rash explained:

You can’t say enough about Sam. Owen in our minds was sort of for us like thinking about what Bill Murray felt to us in Meatballs. And here you have Sam, who mostly has done off kilter characters.

We sort of had a very un-Hollywood meeting with him in the sense that we had thought of Sam early on and he had read the script and was interested in talking with us. We were on our way to some other meetings to talk to him, he was in New York, and we pulled to the side of the rode, we sort of prepped up ourselves, you know pumped up ourselves, you know, ‘we gotta be smart.’

I have glasses and I’m bald, I’m naturally smart. It’s a given. We were first time directors, we were going to talk about the character, get prepared for this. He answers the phone, we were talking to him, and he says, [imitating Sam Rockwell] ‘Yeah, yeah, this is like Bill Murray from Meatballs. Yeah? Yeah, let’s do this. Yeah. We gonna read this thing at a table.’ Ah yeah. ‘Yeah let’s do this.’ It was the weirdest thing so we like hung up, we didn’t want anything to happen, or us to say anything to jinx it.”

Regarding Liam James, the young star of the film, Faxon said:

He was on AMC’s The Killing and in 2012. He came from Vancouver and came down to audition. We didn’t really do a really wide net. We didn’t have the time to scour the country for this undiscovered talent. So we had a number of sessions.

Something about [Liam] physically made us sit up when he came in that made him stand out. Because he has these slumped over shoulders. Then once he auditioned and Toni [Collette] came back and read with him, you knew the kid he would be. Even when we were shooting, he and Sam bonded in real life because Sam is just naturally – you feel like you’re his best friend right away. It was an effortless approach, very natural.”



The film’s budget is estimated at $4.6 million. Low for a very polished independent film like this. Faxon said:

It was really attributed to the crew which we somehow miraculously got. We had legendary people working on the film.

John Bailey was our DP, who has done a laundry list of incredible movies, from The Big Chill to Ordinary People to Groundhog Day and the list goes on. Obviously there was so much trust in him. And he’s been married to an editor for a very long time. You always felt like, you’re never going to leave anything.

And we had Ann Roth [The English Patient, The Talented Mr. Ripley, The Hours], Oscar winning legendary costume designed, and Mark Ricker, production designer, who did The Help before this. We had a plethora of incredible talent that really made this possible.”

Asked if they had time for rehearsals, Faxon responded:

No, we didn’t. Unfortunately because of our budget and because all of our talent who were coming off of other projects, we were flying in and working the next day.

So ideally in our minds [we think] we’ll have two weeks and get to live in the house together and explore these relationships. And cut to, it was like Steve flies in on Friday night and we start shooting the next day.

It was a tribute to the talent we have that they were literally able to show up and jump right in and do incredible work, so it really speaks to their ability more than anything. We didn’t have any time, save for one day, between Sam Rockwell and Liam James. And then we oddly enough had a table read half way through the shoot.

We shot all the water park stuff first. Then did the majority of the house and beach stuff with Steve and Allison in the 2nd part of the shoot.”



Q&A Video #1


Q&A Video #2

Permanent link to this article: http://cinematicinspirations.com/2013/08/04/thewaywayback/

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