On the road to making her feature debut with What They Had, Elizabeth Chomko faced two crises. On one hand, there was the existentential—the potency of loss, and the inevitability of decline, experienced firsthand. On the other, a crisis of identity, in her work as an artist.

A Bleecker Street release starring Hilary Swank, Michael Shannon, Robert Forster, Blythe Danner and Taissa Farmiga, the drama could hardly be more personal. Out of five acclaimed actors, it forged a family, a version of the director’s own. As dysfunctional as it is loving, this is a family that threatens to fall apart, as its matriarch succumbs to Alzheimer’s disease.

Writing from her personal experiences, Chomko meditated on memory, and what it means to lose it. Guiding the pedigreed Danner through a “challenging” and “scary” part, she found the entire filmmaking process to be one of letting go—of a person, a place in time, and the vision she put on the page, beset upon by the realities of production, when she set out to direct her script. “With each piece that I gave away, whether it be to a narrative change to make something feel dramatic, or a location that I found that wasn’t exactly in my mind, but was a gift in another way, or casting it, and then letting these actors take it, all of that was [a] letting go,” she reflects, “a beautiful way of working through grief at my own pace.”

Interestingly, prior to her experience with What They Had, Chomko never thought she’d direct a film. She was known as an actress and playwright, and saw success with each endeavor, though she couldn’t entirely identify with either of these labels. Stepping behind the camera, though, she began to connect with her work in a way she never had before. Before getting her film made, writing it was simply a form of therapy, a meditative process through which to remember what was gone, and thereby keep it close. From this humble starting point, the project would become so much more—an epiphany, and a gateway into a new world. “Doing this, I felt at home. I’ve moved around a lot, so this feeling of home is really essential,” the director says. “That’s what I’m always looking for.” Currently adapting a memoir for the screen, Chomko is excited about all those possibilities she has yet to explore in this new form, and appears here to stay.

What inspired your writing of What They Had?

The script was inspired by some of the things that happened in my family during the time that my grandmother was journeying through her memory loss related to Alzheimer’s disease. Initially, I thought that it would be devastating for her, but as I lived through it, it really became clear how hard it was on the rest of us, including my grandfather. So, I wanted to explore that with the script, and make it this piece about memory, and my own memory. I think watching someone lose her memories made me realize how precious they were, how unreliable they are, and how you can lose them; that they’re this gift that I didn’t want to take for granted. It became about capturing this memory before I lost it, and working through some of the things that we all went through. Memory loss has this way of stirring up your own memories, and it made all of us have this coming of age at every stage of life.

How did your background in theater, or your sensibility in that world, inform this film?

I really loved the containment of theater, how the physical restrictions allow you to put interesting people in a room, and give them a problem, and really dive into that problem. I would say that that certainly was part of the draw to a story like this, that it had that kind of containment and that inward-looking theme. I think originally, I wanted this to be a film—again, with this notion of memory, and the fleetingness of it—because if it was a play, it would end. There’s nothing so finite about a film, so I wrote it that way.

I think being an actor and a playwright certainly allowed me to dive into the characters in a way that made them full, whole people—to dive in, and have empathy. I think that when you’re playing a role, you really have to like that character, no matter who they are, and understand them. That informed the way that I approached each of these characters in this multifaceted ensemble piece, and certainly helped with working with those actors, enabling them to just take it and run with it. I didn’t go to film school, so after I wrote the script, and as I was rewriting and rewriting, it was about playing catch-up and learning the art of cinematic storytelling, watching DVD commentaries and learning about cameras and camera angles, and lenses, and editing, and just trying to be a sponge to prepare as best I could to go and make the film.

Several years ago, you brought your script to the Sundance Screenwriters Lab. What did you take away from that experience?

The script was already written at that point, but that process did push me into further rewriting. As a playwright, you have to say everything; you can’t cut to something that will storytell for you. So doing the Screenwriters Lab, and having the mentorship of amazing screenwriters and directors, and then being around my fellows, it encouraged me to push [outward], and find the opportunities of storytelling with camera and music, and pacing, and things like that.

What They Had

In 2015, the script won the Academy’s Nicholl Fellowship. What advantages did that recognition confer?

Definitely, the Nicholl Fellowship was a huge win for me, but also for the project. It brought [us] two of our producers, Albert Berger and Ron Yerxa; Albert Berger was on the Nicholl committee, so he had read the script through the process of choosing the winners, and he came aboard as a result of that. They certainly gave the film a lot of credibility, and it also allowed the Hollywood community to start reading the script, passing it around. It also just gave me the confidence that I had something that was worth making, because I really wrote it mostly for my family. I didn’t quite expect this to all happen. The Screenwriters Lab at Sundance, but also the Nicholl really helped me go, “Oh, I guess this is something that could live beyond my computer and my mother’s email inbox.”

When you shared your script with your family members, what was their response?

I wrote the first draft really fast, like in three days, which means that it wasn’t very good. But I did send that draft to my mom. That was the person I couldn’t wait to send it to, and it was hard for her, I think. These feelings were really raw, and she hadn’t quite processed these really terrible things, these traumas of losing her mother, and losing her father. I think she was not quite prepared for that. But having then talked about it with her, she became a really great resource, a sounding board. She was at that time taking care of my grandmother, so it really informed how the script developed, and I think it was cathartic for both of us, to work on it together.

What was your visual approach to the film? Obviously, it’s an intimate character piece, but it resonates on a cinematic level as well.

I think everything was informed by this notion of memory, and this longing for the past. I grew up in Chicago, and I left Chicago when I was 14. My family had always intended to go back, but we never did. So, it felt like a homecoming, to be able to spend that time in Chicago, in my own mind. When we were gearing up in pre-production, I felt it was essential to go to Chicago and shoot it there, and capture the city, and get the textures of the day players, and just make it feel very authentic in that way. Then, given that it was inspired by memory, I was just like, “Well, let’s make this feel like a memory.” A lot of the shooting was like how you would remember it in your mind. There’s pieces of it that feel like documentary, but then because it’s a memory, sometimes your memory has this way of playing tricks on you. When I think about my grandparents’ condo that they lived in, I hear ticking clocks. Oddly, as I think about that, I don’t think they had a working clock in their condo at all. But it felt like this ticking time bomb. So, we were able to push…Everything is always more beautiful in your memory, so we were able to play with colors being more saturated, and the books on the wall being organized by color, and just this notion of trying to capture the expanse of memory.

One of your stars, Michael Shannon, cut his teeth in the Chicago theater scene. Did your awareness of him go back to your Chicago roots?

No, I left Chicago before I was working in theater. We didn’t have a personal connection, but the fact that he was from Chicago was huge. Obviously, I think that Michael is one of the great actors of his generation, but the fact that he was from Chicago made him even more appealing to me. I think it made it more appealing to him, as well, because I think he could really relax into, and spend a little more time in his hometown.

What inspired the casting of your other leads?

Hilary was the first actor that said yes. It was a little bit different than the things that I had seen her do before, but when I met her, it was like this woman that I had been trying to conjure, in the flesh. It really felt like her, the person that she is, when she walks through life, and I think that was what was appealing for her, as well. I was trying to make this woman the kind of woman that we all are, and we all know, rather than a conventional female heroine, or even a hero at all. Then Robert, I’d wanted forever and ever. I just felt like he was exactly this character, certainly after seeing him in The Descendants. He was so great and so funny, and it was like, “Whoa, that’s a role I would want to see a whole movie out of.”

[With] Blythe Danner, who is wonderful, I really wanted to capture my grandmother, and who she was all along; the infinite things that she was, not just her disease. Because I think when you have a diagnosis like this, everything else doesn’t stop, both for who she is and everybody else’s problems around her. Blythe just had this same strong but light spirit that I had seen in my grandmother. She’s a playful actor, and that was really what happened to my grandmother; she became more and more childlike and playful as the disease progressed. I think that she just had instincts on the character when we spoke that helped open up that character for me.

Then once I had those actors, it was like we had no time. We had 22 days to shoot the movie, and no time for rehearsal. I think we had a dinner before that was like our rehearsal, the night before we shot. I really wanted them to take these roles and just wear them, and not be beholden to precision with the language or stage direction—to just get on set and be a family. When you’re family, you’re just sort of your best and worst self; we don’t really filter with our families, and they did that so beautifully. They just stepped on set and became what felt like a real family.