In Conversation With... is our interview series where we talk to some of the most well-known and respected actors and filmmakers about their career, filmography, influences, what they make of the industry nowadays and everything in between.

Few directors working in television can boast the kind of career that Michelle MacLaren has. Her directorial career began with The X-Files, directed key episodes in the likes of The Walking Dead, Westworld, Game Of Thrones and was both an executive producer and director on Breaking Bad.

When we spoke to Michelle, the final episode of The Deuce had just aired on Sky Atlantic and had finished on HBO a number of weeks ago, receiving universal acclaim along with it.


The film that IMDb lists as your next project is The Nightingale, is that still the case?

Well, I have ten things in development so I don't know what exactly I'm doing next. That's one of the things I'm in development. This business is so crazy, we basically do ten things at once and hope one of them comes through, but that's one for sure I'm interested in.


The reason why I ask about it is because it'll be your first feature-length film, and I've always been curious about what that might look like from someone who's worked on so many TV shows that have a distinctive visual flair. I mean, is it a conscious decision to stay away from features until you can get it exactly how you want?

I don't know want to do anything unless I really believe in it, get to make it the way I want to make it, all those kind of things. I've been really fortunate to make incredibly wonderful television and I definitely want to do features as well - I'd like to do both and I've been offered a lot of features. I just haven't found the one... y'know, other than the ones I've got in development. The truth is it takes a really long time to get a film made. Nightingale is definitely one of them, I'd definitely like to make it if we get to make it the way I'd like to make it. When you make something, you pour your heart and soul into it. To me, it's important I get to do something that is, creatively, a story I want to tell and I get the way I want to do, and that's hard to do.

On Breaking Bad and X-Files, you were an executive producer. You're asserting a huge amount of control, not to mention being a director on top of that as well. With a feature, I'm assuming you have to cede control to other people, is that possibly why you've kept off?

(Laughs) No, I think it's hilarious you think it's kept me off it! (laughs) It's hard to get a movie made! The fact is that it's challenging to find a story you want to tell, to get a great script, to get studio to back it. It's like lightning in a bottle. I'll do features when I find the right thing. I think Nightingale is one of them, I've got about five or six features in development and we'll see if it comes together. I don't want to make a movie... just for the sake of making a movie. I want to make a movie because it's a story I want to tell. For me, I'll do it when the right thing comes together. The Nightingale, there's several projects I'd love it to be. Doing the pilot of The Deuce, that was basically like doing a movie.

You mention The Deuce, the pilot sets the tone for it. When it comes to directing TV, do you sit down with the other directors and get their input?

No, the other directors weren't hired when we did the pilot. We did the pilot months and months before the show. The pilot director is the one who sets the tone and the style, along with the showrunners. We're tasked with the challenges of creating the look and the style of the show. They give you the script, I did a lot of research and I thought a lot about how I interpreted it. I put together a look-book for style and I thought about it thematically and visually and then I presented it to David and George, and they really entrusted me with my interpretation. I worked closely with the production designer and the cinematographer to get that '70s look, and it's a collaborative effort.

MacLaren on the set of The Deuce


The fact is that David and George are really wonderful writers and showrunners, and are really good at inspiring the people around them to bring their expertise to the table. They are entrusting the directors to visually interpret their words to the screen and they're very supportive. Bottom line is, though, it's inspired by the writing - and we had a spectacular script. It started with these complex, layered characters in this rich world so when a director's given a script like that, it's a wonderful gift and I've worked with amazing writers, Vince Gilligan, David Benioff and Dan Weiss, David Simon and George Pelecanos, so when I go into the feature world, I'm pretty particular!

Speaking of that, what kind of scripts are sent your way for features?

I get sent a variety of things, the same with the stuff I develop, it comes down to wanting to tell a good story - but also, y'know, what people want to make nowadays. They're not making as many smaller movies. I get big movies, medium movies, I have some very large films that I'm developing that are original ideas. It really just comes down to really great stories, really great characters. Sometimes it's a big action movie, sometimes it's something else. The reason I like The Nightingale, I think it's a really muscular movie - even though it's the point of view of two sisters and what happens to the people who are left behind when the men go off to war. Of course, nowadays, men and women go off to war - but back then, they didn't. They're unsuspecting heroes, that's something that appeals to me in this wonderful book that's about family and romantic, it's also incredibly muscular and powerful. I guess I gravitate to that kind of storytelling. In fact, The Deuce was different for me because it didn't have that action-orientated muscularity.

The work you've done, as you say yourself, has been very muscular - and some might define it as masculine. Has any of the scripts you've been sent or tried to develop, has the fact you're a female director has that played any part of it?

I don't see myself as a female director, I see myself as a director who happens to be a woman. If you told me when I was a kid that I'd direct mostly action, I'd have laughed. I love a great story and a great character - and I do like the muscular stories, whether it's men or women. That's just what I gravitate towards. It could partly be because of the shows I came up through. I love Westerns, I'm a huge, huge Sergio Leone fan so we shot Breaking Bad like a modern Western. I'm also a hopeless romantic! So to me, when you're doing action and drama, you want to know what the story is. You want to understand the point of view and the drama in the scene. Whatever it is, there's still a story in every scene and I can't say exactly why I gravitate to muscular stories, but I do. The most challenging thing is to tell a story that people get emotionally invested in - whatever kind of story is. I would like to evoke emotion in people.

I spoke to a TV director before who did a very action-heavy episode and his background was more in theatre than film, but when I spoke to him, he seemed more invested in the drama and whatnot than the action. Is that the case for you?

It depends on what the action is. I don't have anything against second unit, I don't like doing second unit, I like to direct everything and 99.9% of the time, I do. But that doesn't mean I don't work with stunt coordinators, I do. In Game of Thrones, I go and meet with the master swordsman and we go through the fight we want to have, here's some elements I want to have, here's the story, here's why they're fighting - and they come back to me with some things, we throw some ideas together and it's a collaboration. Before we go to camera, I figure out how to shoot it all. I like breaking it down and getting invested. I see action sequences somewhat as mathematical. You have to deconstruct and then reconstruct. I really enjoy that process.

It's very important to me when you're doing an action sequence to understand whose point of view we're following. We did one scene in Thrones where it was sixty people, maybe thirty on thirty, fighting each other all wearing the same clothes at night in the mud and you've got to understand there's two sides and whose point of view you're in. You're telling a story during that fight sequence, otherwise it looks like a hodge-podge of people throwing around swords.

As far as drama goes, I love directing drama. To me, whether it's action, drama, whatever - you approach it differently, you're going to make different choices, but it's all storytelling. When it's a dramatic moment when you're working closely with the actors and evoking emotion, that's wonderful. What's the emotion you want to evoke, what's the story - they're all important.


You mentioned that it's a mathematical process, does your background as a production manager play a part in that?

I wasn't a production manager for very long, but I became a producer pretty quickly and I understood numbers. Understanding the physical cost. Understanding how to put something together, from being a production manager and line producer, has made me a better director because I understand the different elements that go into filmmaking - not just the creative side. I understand the money side. I joke that it's the devil and the angel on my shoulder because when someone, a producer, comes up to me when I'm directing and they try to impress on me, "Oh, this is really expensive, we're having a problem with this, that" - I get it. I understand it.

I really feel for them and there's those times, where as a director, I can accomodate and then there's other times when I have to go, "No, we absolutely need this." It's not being difficult, it's deciding where your priorities are. Understanding and sympathising about the cost side of things is important, but you can't let that get in the way of creative - and vice versa, you can't let it get in the way of being a responsible filmmaker.

As far as breaking down scenes; potentially, because I do have a mathematical mind, it does help. I'm more creative than mathematical - numbers, I'm good at, words I'm not! I studied acting for three years because I wanted to understand what actors go through. I took a lot of directing courses before I did it for the first time because one of my biggest fears was, do I know how to break down a scene and put it back together the way I want it to? That really scared me.

One of the most important things that a director, when I was starting out, told me was, "Always make sure the camera's telling the story." I thought about that a lot. To me, it's all about point of view. Not that you always have to be in someone's point of view, because you sometimes want an objective point of view and a sense of geography, but understanding whose head we're in. Subjective storytelling. Kim Manners, who was a director on X Files, he always said to me, "See the movie in your head and break it down, write down what you want to see." What you realise is that when you're reading, you think, "I want a tight shot here, I want a close up there." It actually comes together and you learn that you can get these three things in one shot here. It takes time and practice. In television, we use multiple cameras a lot and I had to learn how to adapt to that. I like using multiple cameras, some people don't. Some DPs don't, and I have to adjust to someone who isn't that into it.


David Cronenberg said that directing on TV was like being a traffic cop, and while he wasn't exactly being nice about it, there's a grain of truth in that directing on TV is very structured.

The evolution of cable and the... the cinematic expectations of the home viewer is much greater than it used to be.

It's a wonderful time to be directing in television. I don't care what you're on, there's never enough time or money. I thought when I went to Game Of Thrones for the first time, I'm finally going to get to do all the shots I've ever wanted. No! It doesn't work that way. It's just a bigger animal. You certainly get more than you may have on other shows, but the thing is I've found when you get on these shows, especially at HBO or Netflix or AMC or anywhere nowadays where they're very cinematic, they want you to come in and bring your expertise, bring your ideas, bring your input. They don't want you to be a traffic cop.

There's definitely certain television that has been out there for a very long time... where it's really, really great with story and characters. If you go on a show like that, you're not going to come in and reinvent the wheel. You're going to come in and be a good guest. When you come in on a show like Game Of Thrones or Westworld or The Deuce or Breaking Bad, they want you to come in and say, "Hey, what about this? Let's do this! Let's try that!" They expect it.

I think more and more TV is evolving that way. More and more, the writers are so wonderfully collaborative. It's an amazing medium. The thing about TV too is we get to evolve the characters, the story, the style, over a much longer period of time and that's really exciting. We get to experiment and try things. Vince Gilligan always said to the directors on Breaking Bad, do whatever style you want as long as you're telling the story we've written. If you look at the show, there's a multitude of styles, but it doesn't necessarily feel that way because the scripts are so tight and consistent and the arc of the characters is so clear. Somebody like Johan Renck (Swedish music video director, directed three episodes of Breaking Bad) comes in, and he likes long lenses. I like wide lenses. He's a wonderful director, so really it depends on the project you're on and the people you're involved with. Television's a wonderful medium for directors now.

When you're given that latitude, you'd almost wonder why anyone would bother trying to make films.

It's not an either or. If I'm fortunate to get a movie that I want to make and people want to make, I'll go do it. If I'm fortunate a TV show or a pilot, miniseries, that I wanna do, I'll do it. I really feel the lines between the two have been crossed so much now that it's OK to... it's really about the story you want to tell, and where's the best place for it. It might be TV, it might be theatre, it depends on what it is.

Out of all the work you've done, is there one shot or scene that you can point to as you're the best? The one that you'd want to play over your tombstone!

(Laughs) OK, this is where my Canadianism comes in because I never can say, "Oh, that's great! I'm awesome!" I'm not that person! I'm more like, I've gotta do better. I can do better. Let me think about it... it's a good question.

I've certainly had those moments where you go, "I'm gonna try this and it might not work," and it does! Believe me, plenty of times, it doesn't! But when it does, you do have that moment of... this is awesome! Holy smokes! (pauses) I'd have to think about that one. When we shot One Minute, when the cousins come after Hank, when we were shooting that... I'm a big prepper, I had it all timed. I always say plan everything and then plan your shot list right away. But when you're doing action, you have to plan intensely and stick to it because you're working with setting gun hits and blood hits - so you need it to be detailed. I remember thinking when I read the script, "Oh my gosh, this is one of the best scripts I've ever read. Don't screw this up!"

I was very much inspired by the writing, I started to think outside of the box, and I thought I want to play around with time and the view of the camera. So I felt I really pushed the limits with that scene and when we were cutting it, I thought, "Have I gone too far? People are gonna think I'm nuts..." I showed the first cut to Vince and he loved it, but he said to take two minutes of it. I asked him, "Did we go too far?", and he said, "I don't know!" We were really pushing the boundaries and it's good to ride that edge, so that was one where... I... you put yourself out there, and people seemed to like it.


I remember one interview you did where you said that, in The Deuce, as soon as you read it, you knew exactly what the end of the episode was going to like and what the shot would be. Does it come to you that quickly?

Sometimes it does.

What I've learned is that when I'm reading a script - if it's a hard copy, I've got a pencil, if it's a computer, I can edit. If I have a vision, if something I read inspires me visually, if I know in that moment, I immediately write it down. It's that instinctual thing and then later when I go back and I'm shot-listing it out, I'll look at those notes and a lot of time, it's the same feeling that I have as I'm focusing on it and working on it. I don't want to lose that initial instinct and really good writing, corny as it sounds, inspires me visually and inspires everyone visually. It's part of the process - hopefully - and that's what great writing does.

When I read the pilot for The Deuce, I thought, "Oh my gosh, I really want this to be a gut punch at the end of the pilot." It's heartbreaking, and it's lonely, and I just saw it - but that's great writing. So when I got the script for the finale, I smiled and I said to George and David, "Wow, you wrote to the end of the pilot," because that lost shot in the finale when Bernice (Andrea-Rachel Parker) is walking down the hallway, it's all about geography. She's off the streets, but she's still a prostitute - it's just behind closed doors now. You still have that heartbreaking moment, that realisation, that emptiness. It was interesting because I immediately knew what I was going to do and when we were shooting, I remember David asked me something about my intention and it was a tricky shot - it doesn't look that tricky, but we had to extend the hallway. We did it, and he came up, and he goes, "Oh, now I get it." To me, he wrote it! It's all about the subjective interpretation.

I remember one time Vince and I were watching a cut of something on Breaking Bad and he starts laughing - he was supposed to laugh - but he laughed so hard in this scene! It was like the first time he'd seen it, and he looks at me and told me that he'd never have thought of shooting it that way. To me, I shot it the way he wrote it. That was a lightbulb moment for me; I realised how subjective it is that we're doing it, and when you think about it, the actors come and they've got their ideas, the cinematographer has is, the production designer, all these people have their point of view - but they're bringing to the table and, out of that, evolves great storytelling.

OK, final question. Top 5 Favourite Movies and Top 5 Directors - or at least the ones that first jump out at you or inspired you.

Wow. OK... Once Upon A Time In America...

The one with Robert DeNiro?

No, sorry, Once Upon A Time In The West! (laughs) That one, the first fifteen minutes of that is art. It's incredible. Every frame of that movie is art. Gosh... let me think. I love Eastern Promises. I love that movie. I think it's amazing. Martin Scorsese, he's masterful on many movies. Probably Taxi Driver is one of my favourites. Billy Friedkin's another, obviously.

I always loved that scene in Breaking Bad with Hank when he's talking about the wave from The French Connection.

That needs to be credited to the writer in Breaking Bad, because that was written into the script; the Popeye Doyle wave. I actually looked at the movie again to make sure that Dean got the wave right! There's homages all over the place. The episode when Mike was taking Jessie out to do pick ups and Jessie thinks he's going to kill him and there's the windmill out in the desert - that was total homage to Once Upon A Time In The West. That was my ode to Sergio Leone. (pauses) I'm so put on the spot!

I love Hitchcock. Hitchcock is so much about voyeurism, and I like studying Hitchcock from understanding point of view. He's very leading and very voyeuristic, so I've always enjoyed studying his work. Coppola, y'know, The Godfather. There's so many! Even movies like Gladiator! The scale of it. I feel like I'm missing someone really prevalent that I worship. I sometimes meet some of these guys at the DGA... Michael Apted, who did Gorillas In The Mist. These incredible filmmakers. Gallipoli and Picnic At Hanging Rock, by Peter Weir. That really affected me when I was younger; Picnic At Hanging Rock.

Was it because it was so dream-like?

I don't know, I just remember being horrified by it. I think I was pretty young, and being really affected by the suggestion of what happened. It made me realise you can show things without actually seeing it. Michael Mann and The Insider. I've studied that film over and over again. It's absolutely in my Top 5. Kathryn Bigelow, The Hurt Locker. There's so, so many.

This interview has been edited and condensed.


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