‘Watchmen’ Director Steph Green on Crafting the Looking Glass Episode and That Giant Squid

     August 26, 2020

Filmmaker Steph Green has been on a lot of television sets, but rarely is a director given the task of tackling a human story of trauma, an explosive 1980s flashback, a weightless sequence set on a far-off moon, and a giant squid attack all in one episode. That’s the challenge Green was given for her Watchmen episode “Little Fear of Lightning,” but she saw it not as a difficult task but an opportunity to do pretty much everything in the span of one hour of television.

Watchmen is one of the most critically acclaimed shows in recent memory, and for good reason. Shepherded by showrunner Damon Lindelof, the nine-episode limited series works brilliantly as a sci-fi graphic novel adaptation, a harrowing account of how racism reverberates through generations, and the lasting impact of trauma. It’s no wonder the series scored 26 Primetime Emmys nominations – including Outstanding Directing for a Limited Series for Green’s episode “Little Fear of Lightning.”

The fifth episode of the series puts an intense focus on Tim Blake Nelson’s character Looking Glass, revealing who was behind the giant squid attack in the process while also unveiling a key layer to the level of corruption in present day Tulsa, Oklahoma. It’s a beautifully layered and complex episode that demands the confident hands of a director who knows what they’re doing. And Steph Green absolutely knocked it out of the park.

I recently had the chance to speak with Green by phone about her work on Watchmen, and over the course of our conversation she shed light on how she went about constructing that incredible opening sequence building up to the giant squid attack. She also discussed her collaboration with Nelson throughout the episode (with him being a fellow filmmaker and all), filming those Europa scenes with Jeremy Irons, the brilliant chemistry between Nelson and Jean Smart, and how she approached this exposition-heavy episode by visually telling the story through Looking Glass’ eyes. We also touched on the status of the upcoming Hulu Elizabeth Holmes series The Dropout and Green’s fond memories of directing on The Americans.

Green is wonderfully insightful throughout, and fans of Watchmen will find plenty interesting nuggets about how this crucial episode was constructed. Check out the full interview below.


Photo by Mark Hill/HBO

I’m curious how you first kind of got involved in this. There was a serious degree of anticipation for this show in the first place, and Damon coming back with this massive comic book property, so I’m sure plenty of directors were kind of itching to get in there. So how did you get involved?

STEPH GREEN: I was lucky enough to be kind of recruited by Nicole Kasell. We’ve known each other and followed each other’s work. We overlapped on The Americans a few years back. My episode I think followed her episode. So, I was in prep when she was shooting or something like that. And of course I had been following and knowing that Damon was going to make it, and then hearing that Nicole was going to do the pilot, and then she kind of was recruiting Stephen [Williams] and myself at the same time and just building this incredible team, and we were starting to hear about incredible casting. So it was completely irresistible. So of course I was so excited.

It’s interesting because with a project this big, I think some people expected HBO to hire some big movie director to come and do the pilot, and Nicole just knocked it out of the park and I think it’s a testament to kind of trusting in her to really set the visual tone of this series. She did an incredible job.

GREEN: Yeah. I mean she had a great relationship with Damon. She had such a strong vision. She is a fantastic film director. She’ll talk about it herself. And she got sort of in film director jail with her second movie and has just been doing exceptional television for years, and they really bonded on The Leftovers. So once she pitched her vision, I think Damon knew this was the partnership.

So when you got involved, I know Damon has said that the story kind of changed for Looking Glass a bit. Was it different when you signed on versus what this episode ultimately ended up being?

GREEN: By the time I was sent the script, there weren’t many significant changes. I think they had really landed on his backstory and figured out that he was the character. I think in seeing some of the early work from Tim Blake Nelson, they had figured out he really was the character to experience the sort of pain and trauma and reality of the squid attack. He would be the sort of vessel for that storytelling, which I think was such a brilliant, brilliant move. So by the time I got the script, his life was going to have been shaped by the squid attack. And I was just so lucky that I got this sort of origin story narrative to work with Tim. And I got to do the squid attack. So I was dancing when I got the script. I was so excited.


Image via HBO

I was going to say, what was your reaction when you opened it up and you’re like, oh, I’m doing the squid attack!

GREEN: (Laughs) I mean, I was so excited. And then I also got to do this incredible sequence with Jeremy [Irons] on Europa. I had this like crazy sequence of building SOS letters out of dead bodies on another planet. I think we really had the fun of using the graphic novel in a different way than a lot of the other episodes. Like there were so many Easter eggs throughout, but because we were actually in 1985 and we really studied those pages and tried to do a lot of stuff from that moment. I was over the moon that I was trusted with such big pieces of storytelling. And also like right in the middle of the arc.

I’ve spoken to Damon, I know that the schedule of shooting was different because Jeremy’s stuff, if I remember correctly, was shot in kind of a block over in the UK. So did you travel to the UK to shoot Jeremy’s stuff way before you shot your episode? Or how did that kind of work?

GREEN: So my Jeremy stuff was actually all on our stages in Atlanta. I did travel preemptively. Like we were all sort of back and forth to Atlanta when the schedule could work for Jeremy and all the other moving pieces. So Europa was actually the very first thing I shot. And I remember it was funny because I got the Europa pages first, even before my Looking Glass pages. And so I’m immediately starting to work on this pre-viz about with the amazing team about Jeremy Irons in a spacesuit landing on another planet. And to be honest, I didn’t know much. I was being brought in piece by piece. And I thought, how much of this show is on another planet? It was a fun way to start, but it definitely created a lot more questions than answers in my head to start out.

I wanted to talk about your construction of the opening sequence. It’s just a stunning piece of filmmaking. And it takes a minute for you to understand who this character is and who we’re seeing as a younger person, but everything from your conception of the shot design and using those fun house mirrors, and then the slow pullback to reveal the squid with “New York, New York,” playing it’s just a really phenomenal sequence from beginning to end. How’d you go about putting that together?

GREEN: Thank you. It was a huge team effort and construction project really, with everyone. I can’t even count the endless meetings we had, but I did have a clear vision for what I wanted to do. I love the idea of this sort of innocent, vulnerable boy, Jehovah’s Witness, getting off the bus and being exposed to this like very gritty carnival where people are kissing and there’s donuts and music and smoking and all these things that are just bad. I was very nervous when we were in Georgia, in Atlanta, we took over basically a block of this very generous neighborhood. And we designed the carnival. Everything from getting the time period stuff right to later when he comes out of the fun house mouth to have a hundred plus extras laying on the ground, covered in blood. We had panda bears connected to Panda, all these sort of significant prop items.

That that was all practical until we pull away. Then the fun house, the mirrors was a sort of puzzle to be figured out because when you’re shooting, I’m sure you know reflections and replications like that, the notion is that maybe you would use VFX, but we were really determined not to. It was something we were determined to do practically. I’m so excited. [Cinematographer] Xavier [Grobet] is also nominated, because he and I just challenged ourselves to really work through doing the most practically by building all these little models and figuring out how we could put the camera on the other side of a one-way mirror. So we kept moving the one-way mirror and we would hide behind it. So all the replications and reflections are practical. We built the whole fun house on stage so that we could then rip it up and destroy it after the explosion. So we shot that in one day. We constructed this sort of intact fun house for one day.


Image via HBO

Then we have a little bit of VFX help when it actually explodes. We shot our actor against green screens, sort of screaming and collapsing so that we could put shattering around him. Then we destroyed the fun house for the second day, put in shorting circuitry and smoke. And that’s when we used a doggy camera, a camera you mount on the body of the actor as he’s coming out, which is really again testament to how Watchmen allowed us to push the envelope in terms of shooting conventions. Like that is not a tool I pitch on every show, but this show just has so much room for fun tools.

But speaking of fun tools, the way we did that pull away from the clown’s mouth is a spider cam or a zip line camp. So the camera was on this huge zip line that moved away from the face of the young boy screaming, “What happened?!”, and it zipped back really quickly over all the destruction. And then you’ll see there’s a big Ferris wheel, that big large Ferris wheel is VFX. And the minute you pass through that, you’re in VFX build land. And it’s built to be exactly the distance to Time Square where the squid actually fell. And the camera backs up, and designing that with the VFX team was really, really fun just to conceptualize and kind of figure out how we would reveal the squid.

The song choice is just such a good idea. It’s so funny.

GREEN: That cue, the minute we laid that down, I was like, “Oh yeah, of course.”

That’s perfect. Well as you said, this is very much Looking Glass’s episode, and you have Tim Blake Nelson who is a phenomenal actor, but he’s also a very accomplished director. What was it like collaborating with him on this episode and coming together to really pull his character into focus?

GREEN: It’s always nerve wracking when you hear an actor as a director, but I just had a good feeling because Tim is so generous an actor and generous as a person, and just brilliant. And what I loved about it was he would not only get what we were looking for performance-wise, which he was discovering the character a little bit with me, because he was getting the script in similar timing as I was and talking with Damon, and Looking Glass was coming into this deeper focus for him, which was so fun to see.

But what I love is because he’s a director, he would walk over to the monitor and look at the framing and have that same little rush of like, “Oh, that looks great.” It’s so helpful when an actor is conscious of what the camerawork is doing around them. And in his case, it only enhances what’s already a strong performance skill and instinct. So he was a pleasure. He shares this nomination with me. I’m bummed he wasn’t nominated. Because he really is such an incredible guy and a performer.

Tim is from Tulsa, was he talking about Tulsa or anything or bringing anything into focus in that way? Or was it kind of much more about figuring out what the character is doing and stuff?

GREEN: I mean, I think it was one of his major connections to the show and with Damon about the show. I know it meant a lot to him to be telling the story of Tulsa ‘21. And I also think there was some fun stuff as he worked on the accent. There’s a few really subtle things. Like we ordered some mugs from an old and known, I don’t want to say brand because it’s a company that sculpts these beautiful mugs that he wanted to have on his countertop, in the kitchen. So there were just some fun details that we got to play with because of his insider knowledge, and I think that it just made the project more meaningful overall.


Image via Mark Hill/HBO

One of my favorite scenes in the entire episode is when Jean Smart calls him into her office and it’s this really brilliant tete-a-tete. And she acts so flippant, but she knows exactly what she’s doing with everything she says. And it’s such a delight to just watch that scene play out. What was it like for you to direct these two incredible actors in a scene like that?

GREEN: Oh, just pros. They’re such pros. II mean, that was also a lot of information that Jean had to relay about the character. In any other actress’ hands, it could have been very expositional, but with her, it becomes manipulative and all a good ribbing of him. And we get this sort of revealing scene, and we see everything. We see his denial, his avoidance, his defensiveness. And of course, I just love when she says, “Don’t freak out. I’m FBI, we bug everything.” Any other show, we never would have revealed so quickly that that was the case. And so that was fun. And I think they both have such reverence for the dialogue. But then it just becomes time to play.

That’s one of the things that I think makes this show so great is that there’s not a wasted moment. Nothing ever feels like filler. And you’re dealing with quite a lot of exposition in this episode. I mean, you also have the scene with James Wolk’s character with Tim Blake Nelson, and that’s really a download for the audience, especially people who don’t know the comics to see what’s going on, but it feels so effortless. Obviously the writing’s great, but you’ve got to make sure that that comes across on screen. What was that like for you to balance the exposition with dynamic visuals?

GREEN: It’s a good question. And then Jeremy Irons also talks on screen for a long time. Well James, again, I have to compliment the actor who learns and then imbues lengthy monologues with so much depth and feeling and complexity. And I think in terms of visuals, I always focus on perspective. And I feel like with this episode, what was so fun is we got to really sit in Tim’s perspective. And so as his mind was blown with all of these reveals, we were with him. And so I sort of used him as the access point for everything. So we notice what he notices, like when James put the little disc in the player. The camera sort of swings over. Like, hey, what’s he doing now? And then we stayed very connected to Tim’s facial expressions and to Tim’s emotional reactions. And we’re a little maybe wider on James, more from Tim’s perspective. I think it just sort of locks you in and feels less like we’re living in medium shots when we tie in really tightly to the main character, who it’s having the biggest impact on.

I did also want to ask about the music in the episode, which plays such a big role. “Careless Whisper” was stuck in my head for the entire week after this episode aired. All the different variations. Was that in the script? How did you go about threading that throughout the episode?

GREEN: I can’t take much credit for that except to say that it was just such a brilliant choice by our music supervisor, and also how it was treated. The different treatments of it, I thought it was just so brilliant. It was not in the script. It came in quickly though, and it’s just the perfect embodiment of his regret and sadness and looking back and if only. It’s his character. And I think because this was one of the episodes that was so locked on perspective and so character-driven and singular for Looking Glass, it sort of allowed for that kind of theme song to emerge. And because they kept augmenting it and emphasizing different melodies and different parts, different ways the music could play, it just never got old. It brought us back to what was going on internally for him through the episode.

The episode starts off with a different song and it’s a little kind of like eighties and cheesy, but by the end, you’re almost like choking up at this George Michael song. It’s a very sad episode, really.


Image via Mark Hill/HBO

GREEN: I mean, it’s about trauma. I think Damon really wanted to look at the internal mechanism of trauma intergenerationally and through one’s life, which is to that character in the support group who talks about his mother, having lived through the squid attack and that there’s intergenerational trauma that’s come down to him. And I think it’s part of the greater race conversation. I also remember Damon saying in one of the interviews for the podcasts that nostalgia isn’t a nice thing for everyone. It’s certainly not for Looking Glass. Looking back is not something he does with any positivity. I like working with characters who are in a sort of complex pain and trauma. And I think Damon does too. I think a lot of his best characters are the most traumatized. And I think he would say the same thing.

And you also feel like maybe he’s going to stop being scared a little bit, but in the end he still betrays Angela and it’s still kind of devastating.

GREEN: Yeah. He learns he’s been betrayed and it’s been a betrayal, but then he becomes a betrayer. And ultimately a life formed in the shadow of trauma. That doesn’t change overnight just because of new information. And I think that’s really such a profound part of the thematics at the end when he goes back and grabs that alarm again. He’s going to set that attack alarm for the rest of his life probably, even knowing it was all a lie. That’s just where I think the writing is so sophisticated and subtle and psychological and we all kind of get it, even if it’s unsaid.

Yeah, it’s brilliant. I know Damon has said he feels like if there is a second season, he’d like to see someone else take it on. What are your thoughts on a season two of Watchmen?

GREEN: I mean, as a fan of the show, I would love another go around. And I definitely feel like these characters are so rich, there’s much more to know and learn if any of them were brought back. I think we were all kind of hoping Damon would take on a second season, but I also think it stands beautifully on its own. So I totally understand. But I would volunteer to direct, that’s for sure (laughs).

Yeah. And I think it’s a testament to Damon that you look at this show and it’s a show about race and understanding he’s a white man, there’s so much inclusion in front of and behind the camera. I don’t know. I would love to see a second season, but I also understand where he’s coming from, where he’d love to see Ryan Coogler take on Watchmen or something.

GREEN: Totally, totally. And I think that’s the kind of thinking we all need to be doing, even more inclusive because the numbers can get so much better. I mean, if we’re making progress. And I also feel like Damon did so much future-telling with the show it’s kind of uncanny. And I do think it’d be a lot of pressure. On himself again, or someone else. I think if someone else did it, it’d be fun to see a really different take, just something again as different as Damon’s take was. It’d be interesting. The source material is so fascinating that it could happen.

Before I let you go, I have to ask about The Dropout, which I’m super excited for. What’s the status on that one and what can you kind of tease people about it? It’s got a really great team.


Image via Mark Hill/HBO

GREEN; I wish I could say more. We are in the total holding pattern, like everything else. The scripts are being worked on, they were before, and when it’s safe we’ll get going again. But we’re completely on pause. We have been, unfortunately.

While I have you, I have to ask about The Americans, which is one of my favorite shows of all time. Do you have any memories of working on that show that you’d like to share?

GREEN: Oh it’s one of mine too. I mean, that’s the show where I got my stripes. It was my first show that I directed, which is incredibly lucky, with the “Munchkins” episode where pastor Tim goes missing and his pregnant wife is sure that it’s our spies, and she kind of freaks out. And then the second one I did was exceptional to work on because it was the “Dyatkovo” episode where they were holding the older woman and her husband kind of hostage in their home, and ultimately shot them at their dining room table. And that episode was exceptional because it was basically the entire last 14 minutes or 15 minutes was in that house, in that room. So to direct almost like a play with Keri [Russell] and Matthew [Rhys], and the actress who played the former spy was really new to television. She had not done a big part like that before. So she was giving everything to every take, not really knowing if it was her coverage or not. She was completely incredible.

And Keri and Matthew, what a place to start directing TV. They are just consummate professionals. And Dan Attias, he watched my feature film and he gave my feature film to Joe Weisberg, just this quaint kind of small Irish feature film, and Joe Weisberg was like, yes, let’s make this girl a part of the family. So I was just so lucky to have that be my start. And again, it’s character-driven and I think The Americans was just such clever writing. And they never had a ton of money in the show. Some of the best scenes were in a kitchen, putting a tennis ball whacking against the garage to create tension.

Watchmen is currently available to watch on HBO On Demand or HBO Max. For more on the series, check out our extended interview with Damon Lindelof.

This interview has been edited and condensed.

Adam Chitwood is the Managing Editor for Collider. You can follow him on Twitter @adamchitwood.