How the Director of 'The Nowhere Inn' Promoted Himself from PA to 'Portlandia' to Sundance

Carrie Brownstein is making a music documentary about her friend Annie Clark (known to most people as St. Vincent). Unlike her rock star persona, though, the real Clark is... exceedingly normal. How Brownstein will manage to make her movie interesting is the premise of Bill Benz's Sundance premiere The Nowhere Inn. When the self-conscious Clark catches wind of this dilemma, she begins to transform her backstage behavior into a performance, blurring the lines between her authentic self and her stage presence. The film, like a fun-house mirror, warps tone and style to match Clark's delusions until the absurdist narrative completely overtakes the story.

Benz met Brownstein on the set of Portlandia, for which he directed multiple episodes. When Brownstein enlisted him to direct the script she and Clark had co-written, he finally realized his long-held dream of becoming a feature director. Before that, Benz had built a career editing, but he got his start as a production assistant. No Film School sat down with Benz at Sundance to discuss the one thing aspiring filmmakers should do to level up from PA to director, how he and Brownstein eschewed their background in improv to make this Nicholas Roeg-inspired movie, and more.

"The whole time I was a production assistant, I was telling people I wanted to do other things—bigger things."

No Film School: This is your first feature at Sundance, but not your first time working with Carrie Brownstein.

Bill Benz: I did Portlandia, yeah, and a lot of sketch comedy. I come from the TV world, so this is a fun new foray for me.

NFS: How did you get involved with this project in the first place?

Benz: Well, Carrie and I always had the same taste in basically everything that we were doing on Portlandia. Every time Carrie would have an idea, I would usually be like, "That's the idea I want to go with." It's nice to work with people that you share a similar sensibility with. 

I came on pretty late [to the project], honestly. Carrie and Annie had written the script. They had it ready to produce. They just needed someone to direct it. Carrie very graciously reached out to me. I feel very thankful to her for doing that. I think she knew that her ideas would come through if it were me—it wouldn't be some bulldozer director coming in. 

NFS: What were the first conversations that you had with them about your visual ideas?

Benz: That was a big conversation we had. Originally, we were intending to film straight-up documentary-style all the way through. But parts of the script had scenes that would not ever be filmed by a documentary crew—there would need to be some sort of omniscience, rather than having it seem like the documentary camera accidentally caught something. Once we started going into the omniscient camera, that helped us divide the visuals up in an interesting way.

"Film is a collaboration, so don't try to be a dictator or a psycho!"

NFS: What did you shoot with?

Benz: We wanted to really separate the looks of the film. We shot the omniscient stuff on the ALEXA with various Panavision anamorphics and Primo lenses. For the documentary-style stuff, we shot on Super 16 with Zeiss Superspeeds and a Canon 6.6-66mm zoom. 

NFS: What was the process of bringing the more exaggerated sequences to life?

Benz: When Carrie brought me the script, she was like, "We want to make a Nicolas Roeg-style thriller in the vein of Performance or The Man Who Fell to Earth." Honestly, I had never seen Nicolas Roeg films before! In the process of making this movie, I studied his approach and really came to an appreciation for the insanity of what he does. He explodes narrative, which was a big takeaway, I think, for Annie and Carrie. 

Benz: I've always also been a big fan of Bubblegum expressionism, like Guy Maddin movies, the Wachowskis' Speed Racer. Poppy and over the top. Baz Luhrmann movies. I like submitting myself to the maximalism of those kinds of movies, and I carried that into this film.

NFS: How did the maximalism present itself in terms of the way you shot-listed and designed the sets?

Benz: When Annie and Carrie and I were talking about the bacchanalian set pieces towards the end of the movie, Annie had brought up early on that she was a fan of Peter Greenaway. That reference helped us a lot because we didn't have to shoot coverage—we could make a full flat wall of art and just track alongside it. This meant that, budget-wise, we could get away with getting a lot of fun stuff. And if it feels fake, that was sort of okay for us. Leaning into that was helpful.

Our production designer Grace Alie and cinematographer Minka Farthing-Kohl are very special artists in their own right. We presented them with the base plate for these ideas. We're on not the highest budget, so we wanted to see how we could get away with making these ideas a little more over-the-top.

"Since Carrie and I work on so many improv-heavy things, it was a fun exercise to be like, 'Let's honor the script.'"

NFS: Did you do any improv on set?

Benz: Almost no improv. Since Carrie and I work on so many improv-heavy things, it was a fun exercise to be like, "Let's honor the script." Of course, Carrie and Annie wrote the movie. It's a huge help for a director to have your actors have written the movie. 

NFS: There are a lot of interesting tonal shifts in the film. How did you deal with that?

Benz: Our main goal was not to trick the audience, but to lull you into the realization that you're tumbling downhill halfway through the movie. We wanted to start it out pretty quote-unquote "normal" and have it sort of go off the rails into mayhem, basically. That's where the Roeg influence was especially present in the script. The movie starts off one way and then takes you, hopefully, into new directions and keeps the audience on their toes.

"Comedy is all about getting surprised."

NFS: There are major tonal shifts in Portlandia, too, so I can imagine that was helpful to have had that whiplash tonal experience. 

Benz: That is some of my favorite Portlandia stuff. I always like when things don't go the way you expect. Comedy is all about getting surprised, so I think that instinct is helpful.

NFS: How do you know if comedy is landing on set while you're watching the actors?

Benz: More often you know when it's not landing. It's just something you know.

Sometimes, even if there aren't laughs on set, you know, like, "Well I'll cut here, I'll cut here." So much of comedy is in the editing, for me personally. I know a lot of people can play it out in a wide shot, but editing can be really funny. My background is editing, so I probably have an outsized view of how important it is. But it's very important to me.

The "Portlandia" episode "Most Pro City," directed by Bill Benz.Credit: IFC Films

NFS: Were you in the editing room, then?

Benz: Yeah. The edit is the one area where I'm very annoying to work with. But that's when you're actually making the movie! You have the footage, you have the shots you need, but when you're actually constructing the movie, you're doing that in the edit.

Our editor Ali Greer is a close friend of mine. I was so happy she was able to do this movie because she's just super talented and so busy all the time. She did so many different versions of cuts. We were messing around a lot, and then ultimately ended up back in the scripted version. We just wanted to have fun, especially in the more expressionistic parts, with how far we could go. In the end, we reigned it in.

"When you come from a post-production background where you have ultimate control and you're not talking to anyone, you can become a control freak."

I think when you want to make something that is intentionally obtuse, it's just a matter of how far you can take that. We always had the base idea of the movie, and then we asked ourselves, "How much can we pull away before the whole thing just becomes nonsense?" We started playing around with different levels of obfuscation.

In post, a lot of animated films were very influential to us. I'm a big fan of David O'Reilly and Don Hertzfeldt. I think we probably pinched a couple of things from them.

NFS: How have you grown as a director having made the leap to your first feature?

Benz: Getting out of the way is something that I learned. When you come from a post-production background where you have ultimate control and you're not talking to anyone, you can become a control freak. But in movies like this, and in comedy in general, being overbearing is a killer. It's bad. 

I wanted to honor Annie and Carrie's script and their vision, so I had to get out of the way of that. Film is a collaboration, so don't try to be a dictator or a psycho.

"Don't be self-conscious about letting people know that you want to be a director, even if you're just starting out."

NFS: You started out as a PA. What would you say, from your experience, has helped you take things to the next level?

Benz: If you want to go from PA to director, like I did, just tell everyone you work for what you want to do.

Don't be self-conscious about letting people know that you want to be a director, even if you're just starting out. No one's going to assume that you want to be a director. If you're working for producers, figure out a tactful way to tell them what your goals are. 

The whole time I was a production assistant, I was telling people I wanted to do other things—bigger things. When I was an editor, I would tell everyone I really had an interest in directing, and I would just keep pushing for that. Then, I got an opportunity to direct an episode of this show, Kroll Show, that I was editing. I think I got that opportunity because I was so annoyingly vocal. 

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