'Very Good Girls' Director Naomi Foner on First Times and Lessons Learned

"Very Good Girls"

The Oscar-nominated screenwriter tells THR how she ended up making her directorial debut on an indie about two teenage best friends who vow to lose their virginity, and the stories behind some of the film’s biggest scenes.

[WARNING: Spoilers ahead for Very Good Girls.]

Your first time is often complicated, messy and awkward. At least that was the case for Oscar-nominated screenwriter Naomi Foner and Dakota Fanning, who explore virgin territory in the indie Very Good Girls, which is now in theaters.

Foner, who's scripted such films as Running on Empty and Losing Isaiah — and is also Jake and Maggie Gyllenhaal's mom — makes her directorial debut with the film, about two teenage best friends, Lilly (Fanning) and Gerri (Elizabeth Olsen), who make a pact to lose their virginity the summer after high school. But when the New York City girls both fall for the same boy, awkwardness takes various forms, and the girls learn grown-up lessons about friendship and honesty as well.

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Foner's film, which debuted at the 2013 Sundance Film Festival and was available on demand for the last month before hitting the big screen on Friday, is small in scope. But it provides a compelling look at how lies and painful truths affect relationships. The first-time director also effectively illustrates the loss of innocence that comes with having sex for the first time.

Foner had the script for Very Good Girls in her drawer for 20 years before she got the impetus to direct it during the 2007-2008 writers' strike, with veteran producer and friend Hawk Koch pushing her to take on a new role behind the camera. But raising the money to get the film made was complicated and involved the project going through "many different iterations," Foner tells The Hollywood Reporter.

"We had the movie going several different times, and of course, it didn't until it did. Financing an independent movie is kind of a complicated board game," she said. "I think it took almost two-and-a-half years full-time work to get it financed. It was a kind of discouraging process because there were a couple of moments when we thought we were going to start production and were days away from it and it didn't happen."

After that complicated start, the movie, released by Tribeca Film, came together when Olsen and Fanning signed on.

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Although the film involved a first-time director shooting scenes about teenagers experiencing their first time, Foner wasn't at a loss when it came to visual ideas. She says she tried to film the movie like a documentary, trying to let the audience be "a fly on the wall." In one key scene, Lilly loses her virginity to the boy she and Gerri both like (played by Boyd Holbrook). Foner and director of photography Bobby Bukowski capture the way someone would feel going through that experience, focusing on Fanning's eyes and breathing and Holbrook's hands.

"When you are having sex for the first time, what do you see?" Foner asks. "You see the ear, and the hair, and the head, and the hand and the darkness." You perceive the act through your own internal experiences, she says, "and nobody ever sees two naked bodies in a long shot glistening with whatever they put on naked bodies in sex scenes."

Given her background, Foner's initial emphasis was on the dialogue in the script, but as she shot the film she quickly learned many of her words could be done away with.

"I started to learn it about halfway through the shoot, you know. If it's on Dakota's face, she doesn't need to say it," Foner tells THR. "I think most of the things people say, they don't really mean, so dialogue is interesting in more ironic, idiosyncratic things than people telling you things, because most of the time what they're telling you doesn't matter. So I think what I've learned, what I wish I'd done more of, what I hope to do in my next film, is walk away from the words as much as possible, and create situations in which you watch people behave."

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In fact, one of the film's particularly effective scenes is mostly wordless, with a silent Lilly looking crushed when Gerri tells her that she slept with Holbrook's character, not knowing that he'd been seeing her best friend. What really happened between them remains ambiguous until the end of the film, with Gerri saying they slept together while the boy insists they didn't.

Foner says what Gerri does illustrates how she feels the need to do what others expect.

"Lizzie's character lives in a family of free spirits, of people that are open about sexuality, that would like her to have had sex and she hasn't," Foner says. "And on some level, throughout this movie, Lizzie is kind of performing … being the kind of person she thinks people want her to be." When the truth comes out, both girls learn about the importance of honesty in relationships.

"I think this movie is more about how you can't have any relationship without telling the truth — any kind. That's an issue that you learn about at that point in your life, as much as you learn about your sexuality. … You can't function without the truth," she says.

And Holbrook's character helps teach them that — or at least that's what Foner says her son said when he read the script.

"Jake described him when he read the screenplay as a kind of Clarence in It's a Wonderful Life," Foner says. "The guy that comes down and shows them something. That's what he's doing. He's saying, 'You can't do this. You can't lie to each other.'"