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Making of ‘C’mon C’mon’: How Fatherhood (and Wim Wenders) Inspired Director Mike Mills

Working with a modest budget and a tight-knit crew, the filmmaker mined his own experiences to explore what being a father "did to my heart and my understanding of the world."

Mike Mills was feeling depressed. Having completed his previous film, 20th Century Women, in 2016, he was searching for his next project, but the Los Angeles-based writer-director admits, “I was quite lost. I didn’t know what to do. It was a weird struggle.”

The answer, though, proved to be right in front of him: “It started with being a dad, watching my kid, all the things being a parent showed me, what it did to my heart and my understanding of the world.” But though he was inspired by his child, Hopper, born to Mills and his wife, director Miranda July, in 2012, he still hesitated. He’d mined his family history before: 2010’s Beginners was inspired by his father’s decision to come out late in life, and 20th Century Women paid tribute to his iconoclastic mother. But tackling what it meant to become a parent himself? “I didn’t know how to do it, since my kid was alive and a child. Though I’d written about family members before, they had the grace of not being on Earth anymore, so that stopped me for a few years.”

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It was while watching, and rewatching, one of his favorite films, Wim Wenders’ 1974 road movie Alice in the Cities — which follows an aimless writer who suddenly finds himself caring for a young girl — that he stumbled upon one part of the answer that would allow him to explore parenting while also taking a step away from the specifics of his own life. As he explains, “There’s a man, who’s not a parent, who surprisingly becomes in charge of a kid. It’s great for filmmaking. It’s like a Buster Keaton or Charlie Chaplin film plot.”

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Gaby Hoffmann, pictured with Woody Norman’s Jesse, says of her character, Viv: “She was so familiar to me. And we were shooting in the house of a woman I’d known since I was a teenager,” the Angelino Heights home of artists Maxima Lukacs and Todd Weaver. Courtesy of Tobin Yelland/A24

And so his newest film, A24’s C’mon C’mon, began to take shape, eventually becoming the tale of Johnny, a radio interviewer working on a story about how kids view the world who finds himself coming to the assistance of his estranged sister, Viv, by agreeing to watch over her son, Jesse, who then joins him on a road trip from L.A. to New York to New Orleans. With a first-draft screenplay in hand, Mills found a leading man in Joaquin Phoenix, fresh off his Oscar-winning turn in Joker, assembled a small band of like-minded collaborators ready to make the most of a modest $8.3 million budget and, fortuitously, managed to complete principal photography in January 2020, just before the COVID-19 lockdowns began.

“That first draft was substantially different from what we went into production with,” recalls Chelsea Barnard, who produced along with Andrea Longacre-White. Barnard, who had served as executive producer on 20th Century Women during her previous tenure as president of film at Annapurna Pictures, says: “Andrea and myself saw the transformation of the script from a plot and structure perspective to the characters’ perspectives. Things changed and evolved a lot.”

That was because, even before Mills had a final commitment from Phoenix, he invited the actor to weekly meetings where they went over the script, hashing out the characters’ relationships. “It was a nice process to work through the script,” Phoenix explains. “When you read a script, you may not know what the intention is behind something, so it’s nice to be with the author to talk about things: ‘Is there another way of expressing that same idea, is there something more to discover?’ More than anything, it’s an opportunity to create a creative bond with somebody. I found it more beneficial than a traditional rehearsal process where you just say the lines out loud.”

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Hoffmann, whose character has been estranged from Phoenix’s Johnny at the start of the film, suggested to Mills that the two actors shouldn’t meet before filming, “and Phoenix had the same idea.” Courtesy of A24 Films

Cast as the somewhat beleaguered Viv, Gaby Hoffmann (a three-time Emmy nominee for Girls and Transparent) says of her first meeting with Mills: “We just began a conversation that I think will last a lifetime. So much of our initial conversations were just about life and our experience as parents, our love of certain movies, and of feelings and themes and emotional brushstrokes. It was such a collaborative, fluid process. Viv was so vividly drawn, but there was also so much space for her to become something more.”

Mills had expected that finding the right kid to play Jesse would necessitate a long, extensive search, but a tape from a young British actor, Woody Norman (just 9 at the time, he’d already amassed credits including the BBC’s Poldark and Les Misérables), surfaced in the very first round of casting. Having demonstrated an ability to slip easily into an American accent, Norman was invited to L.A. and, says Mills, “Joaquin, Woody and I just hung out and I filmed it all — sometimes we’d be improvising, sometimes we’d do a scene. We got into this wrestling thing — it’s something Woody does with his brother, kind of World Federation wrestling, playing around — and that ended up in the script.” For his part, Norman says of meeting Phoenix, “On the first audition, straightaway I knew he was going to be very fun to work with. It took five minutes for us to become very close.”

Hoffman found establishing a rapport with Norman easy, as well. “Woody and I went out to lunch, took walks, hung out in different ways, getting to know each other. He is incredibly sophisticated. He’s real intelligent, not just intellectually, but emotionally,” she attests. “Woody came to the table like, ‘We’re doing a job here, what’s your name? I’m Woody, let’s order some food.’ He was very prepared, and he takes it very seriously.”

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Despite a tight budget, the production enlisted as many as 300 background extras for street scenes in New York. Courtesy of A24 Films

Phoenix concurs, explaining that he didn’t have to make any special allowances for Norman’s age. “There was a real intelligence to Woody. I didn’t have to dictate anything. If anything, it was me reacting to him,” he says. He credits Norman with bringing a purposeful spontaneity that enlivened their scenes together. “Films often are so controlled. We [actors] are rarely so attuned to each other. An adult knows go over here, say this line, we’re going to find ourselves in this room,” Phoenix explains. Working with Norman “was really the ideal version of acting for me because it was really having to listen and sense when someone is moving and why and what’s motivating them — to try to connect with that person. Oftentimes, he was in the driver’s seat, so to speak, and I really appreciated that.”

As Norman tells it, “I think with a lot of scenes, it was half improv. We would get the script and then with the scene, change as much as we wanted with it, but we would always stick to how the lines were. If there was a scene with me and Johnny arguing, we would kind of do lines, but make them our own words.”

From the start, Mills knew he wanted to film in black-and-white, even though that meant he’d have to settle for a significantly smaller budget since it would be less attractive to foreign distributors looking to fulfill deals stipulating color films. “As I was writing it, I saw it as kind of a fable,” he explains. “A kid person and an old person walking through landscapes is to me a very classic story and image. It’s very documentary on one hand, but also very story. And when a feature film has opposing elements like that, it energizes the filmmaking. Black-and-white isn’t reality, but it’s about reality. It’s framed by more artistic latitude to me.”

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“I didn’t have to dictate anything,” Phoenix says of collaborating with Norman. “There was a real intelligence to Woody. If anything, it was me reacting to him.” Courtesy of Julieta Cervantes/A24

“To be honest, I was skeptical at first,” Barnard admits. “But as Mike showed me photographs, I understand how different, say, a New York City trash can can feel in black-and-white and color.” Mills’ collaborators embraced the challenge. Cinematographer Robbie Ryan, who shot with Arri Alexa Mini cameras, employing natural light whenever possible, says, “It’s easy to make black-and-white look nice, but to make it look really good, I wanted to be as respectful as I could of it. It was an exciting idea — and daunting.” To root the film in a lived-in reality, production designer Katie Byron sought out mostly existing interiors in the four cities where the film shot. “When we’d lock in a location, we’d try to be gentle with our footprint,” she says. “We would swap out lighting fixtures and drapery, mostly to help with lighting and day-for-night needs. Because of our limited budget, we used a lot of our personal items, but when Mike lent his own furniture to the film, we realized that it was more than saving money. It was putting a little bit of ourselves into the film.”

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“All those cities were just amazing, and they are hard to compare, but New York was my favorite,” says Norman, who learned how to handle recording equipment on the film. Courtesy of Julieta Cervantes/A24

Filming, which took Mills and a slimmed-down crew on a cross-country odyssey, began in November 2019 and was completed by late January 2020, narrowly avoiding the shutdowns that were to come. But postproduction was another matter. Forced to work remotely, utilizing the video-conferencing software Evercast while also juggling demands like home-schooling during the lockdowns, Mills and his editor, Jennifer Vecchiarello, spent nearly a year paring footage that included dozens of interviews with young kids that Phoenix had conducted in his character as a radio personality. “Mike has such a distinctive voice and style, I would just embrace that and try to get as fluid as I could in his language,” Vecchiarello says. “On so many films, I spend my time thinking how to make things match and worrying about continuity, but this was just fluid, almost free-form and poetic.”

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Mills (left) in New York, one of the four cities he filmed in. “I wanted to take my two characters, with that intimacy, and thrust them out in the world.” Courtesy of Julieta Cervantes/A24

Meanwhile, Mills also was working on a remote collaboration with composers Aaron and Bryce Dessner, the twin brothers behind rock band The National, for whom he’d earlier shot a 25-minute film set to the music of their album I Am Easy to Find. Bryce Dessner says of their delicate score — which relies on synths and clarinet as it weaves between, and sometimes under, classical pieces like Debussy’s “Clair de Lune” and Mozart’s “Requiem” — “it’s kind of oceanic; the sound has many, many layers. There are moments where you’re hearing a spectral sound of many different tones. There are moments that are very composed and moments that are very loose, where you can almost feel the paint still drying and it hasn’t smoothed out the edges. It’s mirrored in the script where there are moments of improv that are happening in the moment, so the music couldn’t feel too poised or too sentimental or too pointing in one direction.”

Given the circumstances, the filmmakers and principal cast wouldn’t see the completed C’mon C’mon with an audience until its Sept. 2 world premiere at the Telluride Film Festival. “I’ll never forget feeling the emotion in that room,” Barnard recalls.

Concurs Mills, whose experiences in parenting had by then given birth to a film about the lessons kids can teach adults: “The first saw time we saw it with people was Telluride. It was a really trippy experience.”

A version of this story first appeared in the Jan. 26 issue of The Hollywood Reporter magazine. Click here to subscribe.