From writer/director Drake Doremus, the indie drama Breathe In tells the story of British exchange student Sophie Williams (Felicity Jones), who comes to New York to stay with a host family while looking to reignite her musical passion and inspiration.  Frustrated musician turned piano teacher Keith Reynolds (Guy Pearce) reignites his own long-suppressed dreams when he is inspired by Sophie’s talent, and they both must figure out what they truly want out of life.

During this recent exclusive phone interview with Collider, filmmaker Drake Doremus talked about why he decided to make Breathe In directly after Like Crazy, how he saw this film as a tone poem, what made him want to work with Felicity Jones again and why this character, why Guy Pearce was the right actor opposite her, the dynamic on set, the most challenging scene, how he sees this film as a love story, making sure audiences didn’t just see Sophie as the other woman, how the editing process works when you make such an unstructured film, and custom tailoring the film for the music.  He also talked about his next movie Equals, a scripted futuristic journey that he’ll be shooting with Nicholas Hoult and Kristen Stewart.  Check out what he had to say after the jump.

Collider:  After doing Like Crazy, it seems as though people would have either pushed for you to do something very similar again, or to go the mainstream route.  How did Breathe In come about?  Did you put a lot of thought into it and make a very deliberate decision to make this film next?

DRAKE DOREMUS:  Yeah.  I was getting pushed to do something much bigger and something a little more mainstream.  I don’t necessarily know what the right decision was, but at the time, I was really convinced that I wanted to do something smaller again and more personal and intimate, and just keep on the track that I was on.  So yeah, it was a very deliberate decision to keep doing something like that.

Since you work with an outline and develop story points ahead of time, and keeping the journey there more fluid, were there things you set out wanting to achieve with this film, and how surprising did the finished product turn out to be?

DOREMUS:  I really just wanted to make a mood piece or a tone poem, if you will.  I wanted to take a very simple and somewhat familiar plot and lay it down as the base, and do all of these complex and emotional and musical and sensory type filmmaking elements on top of that.  It was an interesting exercise to just play with a tone and a world, and let that be what the film was.  In many ways, I was a little bit surprised, at the end of the day, because we did have so little story.  Hopefully, when you watch it, it just washes over you.

Are there aspects that turn out exactly how you pictured them, and then others that turn out nothing like you thought they would?

DOREMUS:  Yeah, that’s very true.  And every scene we do, we try to do with as little dialogue as possible. 

What made you want to work with Felicity Jones again, and why this particular character for her?

DOREMUS:  I felt like our journey was just beginning and not ending, and I wanted to keep exploring with her.  With this character, we wanted to consciously do something very different than Anna, and something darker and more mysterious.  We wanted to explore different territory.  

Did you have to cast the actor opposite her before you figured out what their story would be, or did you have something specific in mind, when you were trying to find that actor?

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DOREMUS:  A little bit.  I met with a bunch of different actors, and talked to Felicity about who I was meeting with.  We just kept coming back to Guy [Pearce].  I’m such a huge fan of his, and he’s such a chameleon.  I was really excited to see what he would do in this process and in this format of working.  He had never improvised before, let alone in a foreign dialect.  It was amazing to just watch him intensely immerse himself in the character of Keith and play a much more stripped down, vulnerable version of a character than he’s ever played before. 

Did it take some convincing to get him to work this way?

DOREMUS:  Absolutely.  I think he was a little scared of it when we brought it up, but after I showed him Like Crazy and he started to understand what we were up to, he got the hang of it.  After the first couple of days of shooting, I think he really felt liberated by the process.  He really took it on himself to explore the process and use it to its fullest. 

You have a really interesting group of actors in this film, with Felicity Jones having worked with you before and understanding your style, and Guy Pearce being in the business a long time but never having worked this way, and then you have Mackenzie Davis who is a first-time actress.  What dynamic did that create on set?  Does it push them in a way that it wouldn’t necessarily otherwise?

DOREMUS: Yeah, that’s an interesting point.  Everyone came at it from a very different angle.  But pretty fast, everyone got to the same place, after the rehearsal process.  Mackenzie is so new at it that she’s almost naive to the process, so for her, it just seems normal.  And Amy [Ryan] is an incredibly gifted improviser, in her own right, so she brought that to the table immediately.  And Guy is just so good at immersing himself that he just became the character and he became a part of every moment.  In the beginning, it felt like maybe they were different pieces, but by the time we started shooting, everyone felt like they were on the exact same page, as far as process goes. 

Did you guys get stuck on any particular scene that you just couldn’t figure out how to make work?

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DOREMUS:  Yeah, surprisingly enough, the first scene that Felicity and Mackenzie have together, where she comes into her bedroom and they introduce themselves to each other.  We really struggled with how that scene should go and how it would work.  We did tons of takes.  It’s funny, it was such a simple expositional scene, but it took forever to try to figure out.  And then, we did other emotional scenes that went by real fast.  It’s strange, sometimes you get hung up on what it should be or shouldn’t be, and it takes some time to figure out. 

Do you see this as a love story, or do you see it as a family drama?

DOREMUS:  It’s a love story.  I think you could look at it both ways, depending on how you perceive it, but for me, it’s a movie about a really beautiful and romantic overwhelming thing that happens to two people at the perfect time or the wrong time, depending on how you look at it, in their lives.  That’s what was inspiring.  I was really inspired by the George Stevens movie A Place in the Sun, where something really dangerous and dark occurs inside something that’s really romantic and pure and genuine. 

Was part of your intention with fleshing out all of the surrounding characters, so that we would really also feel for them and what they’re going through, when the actions of Sophie and Keith ripple out to them? 

DOREMUS:  Yeah, I really wanted to make an ensemble piece and explore that.  After making Like Crazy, which is so specifically two people’s POV, I really wanted to explore this idea of following a few different narratives and plotlines and trying to intertwine them.  I was really interested in trying to execute something like that.  

Was it challenging to make Sophie more than just the other woman?  Were there specific directions you wanted to avoid that character going in, so that the audience didn’t see a one-dimensional character?

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DOREMUS:  Yeah, I really wanted the audience to be torn, as far as rooting for or rooting against Sophie.  I definitely wanted the audience to root for passion and to root for love, but at the same time, I feel like matters like this and matters of the heart are grey.  They’re not black and white.  It’s impossible to say that Sophie is the other woman, or that she’s a bad person.  She’s just a damaged person who’s looking for any kind of love or support that she can find, at this point.  She’s a damaged animal who doesn’t really know what’s going on.  As opposed to someone who is consciously trying to ruin someone’s life or ruin their marriage, this is just something that happened. 

Did you always know that the beginning and the end of the film would come full circle, in the way that they do?  Is that something that you set from the beginning, or is that something that developed once you saw what the film was turning into?

DOREMUS:  Yeah, that’s something we had in mind from the beginning.  I was really fascinated with the idea of taking the first scene of the movie and the last scene of the movie and swapping them, and it would be the same film.  These people have not changed, but everything has changed in their lives.  It was really fascinating for me to think about the film in that sense.  What’s interesting is that we shot those scenes back to back, within a matter of hours of each other, as if to feel like nothing had changed.  It was almost the exact same moment in time.  But, there was the idea that everything had changed.  It’s really interesting, in that sense, to attack it that way in the process. 

When you make a film this way, where you know the story but not so much the journey in getting there, does it make the editing process easier or more challenging?

DOREMUS:  A little bit of both.  Sometimes the scene just comes together, and other times, we have to build the scene from scratch, just using different takes.  It varies.  It’s almost like a documentary, in a sense.  It’s a very tricky, delicate thing.  Sometimes we have to go back and add more material, or shoot brand new scenes based on what we’ve shot before.  It’s a very difficult process.  We can create almost anything out of the material we have.  It’s almost like we’re rewriting the movie in the edit room.

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With music being so important to these characters and to the emotion of the film, when you aren’t totally sure about how a film will play out, do you have to wait until you have a finished film to figure out the type of music you want for it, or does the entire process of a film like this have to be done hand-in-hand with the composer?

DOREMUS:  This film, especially, was done hand-in-hand with Dustin O’Halloran.  A lot of the pieces of music we had before we even shot the movie, and the scenes were custom-tailored for the pieces of music, which is almost doing it backwards.  But because music is such an integral part of the film and really drives the emotional narrative, it had to be integrated from the beginning.

Is the sci-fi film Equals the one that you’re going to be working on next?

DOREMUS:  Yeah.  It’s funny, the fact that that’s out there is a little odd because it’s not really a sci-fi film, per se.  It’s a futuristic journey.  But yeah, I’m going to start shooting that later this year.  It’s just hard to define it because it really is something totally unique.  It’s written by Nathan Parker, who wrote Moon, and we’ve been developing the idea for about a year and a half.  It’s a script this time, so it’s totally different from anything I’ve done before, which is exciting.  It will be a little bit scary, but also really exciting to try something totally new.

And you have a cast in place already?

DOREMUS:  Yeah, it’s going to be Nicholas Hoult and Kristen Stewart. 

Had you ever thought about working with Felicity Jones again on this?

DOREMUS:  No, this was never a project that Felicity and I were going to collaborate on.  Obviously, we want to work together again on the right thing.  But from the start, I really wanted to work with a brand new team on this, to try to challenge myself to see things a little bit differently, and I love everybody that I’ve been working with.  It’s an exciting opportunity to try something different.

Are you hoping to keep working in the more fluid, less scripted style in the future, or do you think you’re moving more into scripted work?

DOREMUS:  I think it just depends on the story and what the story calls for.  Some narratives call for a much looser, more improvised style, and some call for a much more structured style.  I think it’s just a movie by movie basis. 

Breathe In is now playing in select theaters.