Lily Rabe waited 15 years to make her directorial debut: "It's not the arena for playing it safe"

You might assume that after over a decade of acting together and raising a family together, Lily Rabe's latest creative collaboration with her partner Hamish Linklater would have seemed like a no-brainer. Instead, the Tony Award-nominated actor and "American Horror Story" veteran said, "We had a lot of friends who were like, 'God, guys, I don't know.'"

Based on Chuck Klosterman's 2008 novel, "Downtown Owl" tells the story of a disparate group of small-town residents whose fates are interconnected via a catastrophic winter storm. Rabe, who co-produced and co-directed the film, also stars as an emotionally adrift new schoolteacher in town. Linklater, meanwhile, co-directed, adapted the screenplay and has a small role as a school administrator. Looking back on the scale and intensity of the project, Rabe called it "a massive risk for our relationship and our children."

But after getting encouragement from fellow actors and directors George Clooney and Ben Affleck, whom she worked with on "The Tender Bar," Rabe said that she and Linklater "sort of held hands and jumped." The film recently had its premiere at the Tribeca Film Festival, with Deadline praising its "disarming style."

Watch the "Salon Talks" episode with Rabe here to hear more about why she's a repeat customer with her favorite directors like Ryan Murphy and David E. Kelley, making "magic" in live theater, the trick to sloppy dancing with Vanessa Hudgens, and why she's already planning future creative collaborations with Linklater. "We share a sensibility," she said, "for sure."

The following interview has been lightly edited for clarity and length.

Tell me about "Downtown Owl." 

We meet these characters in a very small, fictional town called Owl, North Dakota. [Author] Chuck Klosterman was from a very small Midwestern town. So it's fictional [but] I think he was, in fact, drawing a lot from his experience. It's 1983, and my character Julia comes into town. She's planning on staying just for a short time and she's figuring things out. She's a teacher.

Not a lot of people come into the town. It's that kind of town. It's so small, it's so insular and forges these relationships. Everything changes. It's a hard one to give a log line about. There's a big storm that comes — and that's not a secret because in the book, it's coming from the first page, and in our film, you know it's coming as well.

And that is based on a real event.

Inspired by, yes. Yes, that storm was unbelievable.

What drew you and Hamish [Linklater] to the book? He wrote the screenplay. You co-directed it. 

I did the audiobook 15 years ago. I was doing theater. I wanted to make some extra money. I was doing off-Broadway [shows] and my agent at the time was like, "You've got a great voice. Let's do some audiobooks and you can make a little cash."

It was one of the first things that I did. There were three actors reading the different three protagonists. I had never quite had that experience where every moment of it, I just could see it in a way that felt so cinematic. It felt incredibly personal. I identified with all of the characters, particularly with her, but really with all of them. The tone of it hit such a kind of sweet spot for me. 

I related to it. I felt seen and excited by it. Chuck has an amazing sense of humor. It's very specific. It makes me incredibly happy, makes me laugh a lot. I find the underbelly of it. It's like he has this hidden heart that I'm so drawn to. It's entirely unsentimental, but it's there and you feel it.

I was determined that it had to be a movie. At the time, really, I just wanted to play the part. I'd never produced anything, I'd never optioned anything. I wasn't thinking about directing at that time. The rights were not available. This is a very long answer, but it's a long story. It's been many years in the making. I found out that the rights had been optioned by someone else. I wrote to Chuck, just got his email and wrote him a cold email and said, "I did the audiobook and here's why I love it. If, for whatever reason, it doesn't happen and the rights free up again, let me know." Sure enough, three years later, there was a message in my inbox saying, "I've been following your career. I loved your performance in the audiobook so much. I've loved watching you, so if you want it, it's yours." That was the beginning of a whole other road of then getting the adaptation of it. 

Lily Rabe and Hamish Linklater of "Downtown Owl" pose for a portrait during the 2023 Tribeca Festival on June 8, 2023. (Erik Tanner/Getty Images)Hamish understood the book in a way that was so wonderful because we share a sensibility, for sure. All of the things that I loved about the book, he loved. We were a wonderful compliment to each other because there were things that he gravitated towards, so it was wonderful from the start. At that point, we still weren't talking about directing it. He was writing it, I was going to act in it, we were going to go out to directors. It was in that process of starting to submit it to directors and talk to them that I just kept getting off these calls and feeling — and we were talking to wonderful, brilliant people who had amazing points of view — but something about it just didn't feel like it to me.

Hamish really pushed me and said, "You have to do it. You have to do it." I was like, "Well, I'm going to be in it, so will you do it with me?" We sort of held hands and jumped — and it was a long jump because it takes time for the money to come together and the cast and all of the things. It's been such a complicated time, so dates were pushed and all of that, and then, it finally happened.

You've collaborated with Hamish for years and years, but this is different.

Yeah. It was a massive risk for our relationship and our children.

We had a lot of friends who were like, "God, guys, I don't know." But it was the opposite. It was so affirming — not that we needed it, but it was this incredible experience. We want to do it again together. We already are developing other things together and talking about directing again on some things. 

We'd acted together so much in the theater and then we had done some film and television together. Something I love so much about acting opposite him is that he is incredibly honest with me. To me, it is actually this rare and precious resource because it's hard to find the people who will really, really tell you the truth without anything else. For you to really know that you're getting the truth and that they feel safe enough they can really give you notes and they say when they think you should try something else or something isn't working. I love to be directed. I love to be pushed. My favorite directors that I've worked with are the ones who do that, and then give you so much freedom and are hands-off when things are — it's that balance. 

We've always had that together as actors, so I knew, as an actor, I would feel so taken care of by him directing me. But then, the co-directing part of it was this enormous unknown. We just both had an instinct that it would be OK, and then it was more than OK. 

The movie starts with the two of you, even though he's not a central character at all. Knowing the two of you, knowing your careers, it feels like a very safe place as an audience to start.

It was the first scene we shot.

You've talked about other directors that you've worked with. The last time I talked to you, you had just worked with Ben Affleck, with George Clooney as director. Seeing other people making that leap, did that also inform your feelings about doing this?

Yes. Both George and Ben told me to direct. They gave me an incredible amount of confidence. Then when I was pregnant, I was like, "Well, I have a newborn." They were like, "Maybe wait, so that you want to do it again." But they were more than supportive. They were forceful. "Don't wait, do it. You have everything you need. Do it." That was a big part of getting me to that line where you're actually saying, "OK, let's go. Let's do it."

It's so easy to talk yourself [out of it], or at least for me, to say, "Maybe someone else should play the part." Then Ed Harris was also amazing because he's done it, he's directed himself. He's a brilliant director, and he just said all the right things to keep me going and to open me up in ways that were such a gift. I do feel like the people who I was lucky enough to collide with on my path, the timing felt really particular and magical in terms of getting us there.

And this is not a little film of a play where it's just two people in a room. This is an ambitious movie. 

Yeah, there is a snowstorm. Some of the pitch meetings we had, you're talking about that you're going to make a smaller movie, and then you're going to have this massive snowstorm. I can remember some of the faces across those tables, sort of like, "What? How? No, that's impossible." 

I really do believe, had we had — which we did not — $100 million, we wouldn't have wanted to shoot the storm with a different approach. The thing about the storm and the way that Chuck writes the storm, and in researching the storm that happened, we were so struck by the lack of visibility and the sound, and the violence of the sound, and the disorientation. It's not a "Day After Tomorrow," blankets of snow situation. You are being shaken in the dark, and you don't know which way is up, and you don't know what's happening. That's how fast that storm hit. Not being able to shoot a huge amount of space was actually something that we didn't feel hindered by. We felt really excited by that, that we were limited in our own visibility. We had to feel so claustrophobic and tight, because of the experience of that, and the sound of it felt like our way in.

You trained as a dancer and you're working with Vanessa Hudgens, who is a great dancer. Then you do this montage of pretty sloppy dancing. How do two people who are good dancers choreograph sloppy dancing?

Here's the thing. Her friend choreographed that dance for us, and then we learned it over Zoom. She taught it to Vanessa, and then Vanessa taught it to me on the lunch break of the day we then had to shoot the montage, so it was going to be sloppy.

It was one of those things that was a happy accident because at the time I was thinking, "Oh my God, I wish I'd had more time." I love to dance so much, and I love dancing with Vanessa, and I love learning choreography. But no, we had no time. If we had learned it more, we would've had to end up messing it up, so it all aligns.

I want to ask you about some of the other things you're doing, like "Love & Death." You are often exploring stories of women and violence and motherhood. You're going to be in "Presumed Innocent" coming up. This is your sweet spot. What is that about that trifecta?

Gosh, I don't know. When I'm drawn to someone or something, whether it's a role or a director, I do feel like it shifts, but I have ended up in harrowing situations more than once, certainly. They're starting to feel a little too familiar. But then they do all feel incredible. They always feel unique, and I love a challenge. But I think that that can happen anywhere. It could happen in comedy, a musical, a Western. 

Ending up in the Ryan Murphy world and spending all those years getting to play those parts in that genre, it was such a surprise. It's never something I ever could have predicted. But I'm so grateful for it because the thing that's so special about it is there really is no limitation. There's so much freedom, and you're really being asked to be brave. It's not the arena for playing it safe. That's why the actors who have come back and back, we all like that and are drawn to that. 

Sometimes, it's the director. Susanne Bier could just call me up and say, "There's this part," and I would say yes. She doesn't have to finish the sentence because the joy that I feel working with her and the way I trust her taste is a yes for me. I feel that way about George. I feel that way about Ben. I feel that way about Lesli Linka Glatter, who I just worked with, and David E. Kelley, who now I've worked with three times. I'm a real fan of repeat.

I don't like a vacation. I have fantasies about how much fun it must be and how nice it would be to, I don't know, go to work and do something that feels really easy, and then go home. I feel like I would enjoy that for a week, but then I would be itchy. But it's not to say — because I think some of the greatest challenge does lie in comedy, and it is something I want to do more and more of — so it's not to say only murder.

This movie is so much about those moments of, "Why am I here?" Asking those big questions. Did you have a moment of your life that you feel was, "Wow, I was really in the right place at the right time"?

The birth of all of my children definitely felt like that. But also, being on [New York's Central Park] Delacorte stage, doing Shakespeare, often with Hamish. There are so many moments that I have because this overarching experience of it is magic. It's just magic to do it every night. Because you're outdoors and because you're saying those words, I've had these moments [when] you're talking about the rain and the skies open up. You're talking about the wind and it changes, and you feel it, and everyone with you feels it. And I can feel those moments. There are so many of them from all the plays I've done in the park. They're in my bone marrow, they're in my cells.

I hope somehow they've been passed on to my children, just to connect the two, because I do feel like those moments, it's like this electric shock. I've sometimes had people stop me on the street and say, "I was there the night that you said this thing, and that happened." So it's like, "You felt it happened. We were all there, it happened." And that's definitely the right place at the right time.