Max Minghella Sees a Lot of ‘Look Who’s Talking’ in ‘Shell,’ His Second Feature as a Director

Shell is Max Minghella’s second feature film as a director. Dubbed a “dark comedy and body horror about society’s obsession with youth and good looks,” it stars none other than his The Handmaid’s Tale colleague Elisabeth Moss as a struggling actress opposite Kate Hudson as the CEO of a mysterious, and potentially monstrous, beauty company.

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The ensemble cast also includes the likes of Kaia Gerber ( Saturday Night , Palm Royale ), Elizabeth Berkley ( Showgirls , Saved by the Bell ), Arian Moayed ( Succession ), and Este Haim ( Licorice Pizza ).

In an interview with THR ‘s Georg Szalai ahead of the movie’s world premiere in the Special Presentations lineup of the Toronto Film Festival , Minghella discussed how different his experience on Shell was from his first film as a director, what inspired the tone of the movie, and why it has a lot of Look Who’s Talking .

While I was watching Shell , I was scared one minute, laughed the other and overall just felt like I was on a big emotional ride. So I wanted to ask you how important it was for you to bring a visceral experience of movie making and why?

At the root of this movie is a desire to create, certainly, an entertainment, but also maybe an entertainment that has fallen a little bit out of fashion. I am a product of a different period in time when there was a kind of film being made that was produced by major studios, but [these movies] were very character-driven and genre-driven. We don’t see a huge number of those anymore, and I was really missing that. Like a lot of filmmakers, I’m often motivated by something I want to see that doesn’t exist. I try to use the mentality of, “What is the Blu-ray that I wish I could pull off my shelf right now, which I can’t, because it doesn’t exist yet.” As an audience member, I was yearning to see a film like this. And I’m really happy that you were both covering your eyes and having a good giggle. That’s the intention.

You work more as an actor but have directed before. How is directing for you and what was it like to return to the director’s chair?

I’ve only made two movies. My experience with both films was almost antithetical. The challenges that we faced on each movie were really quite different, and the nature of this movie is almost antithetical to my first film. I think when you make your first movie, you want to make something deeply personal, and maybe as a result of that, my first movie is quite melancholic, and it’s also quite European, which is to say that its relationship to the audience is very different. I think that a European storyteller tends to ask the audience to participate in a different way with the story and maybe fill in some gaps. American movies, which I love equally, tend to create an experience where you can sit back and react in a slightly different way. So I think coming out of Teen Spirit , I was quite excited to make something that was audience-facing and a true popcorn movie. And so I had to learn a different skill set to make this.

We have seen you and Elisabeth Moss play off each other in The Handmaid’s Tale . How was directing her?

We’ve obviously worked together for a very long time, but this did feel like such a new dynamic, and I think that was very energizing for both of us. And I will say that: She’s just a dream for a filmmaker because she has an extraordinary and pretty singular gift. She just has a talent that is so innate and such a tremendous amount of experience. She’s been working her entire life as an actor, and so she does things often that seem impossible. We had an incredibly challenging schedule for this film, and she was able to deliver these extraordinary performances so quickly and with such precision. I will also say that she’s never really done an [outright] comedy like this before. It’s remarkable to see how versatile she is. It’s a really brilliant comedic performance and quite a physical comedic performance.

I noticed that the film has quite a few plays on older movie tropes, and you seem to have enjoyed referencing those. Where does that come from?

I’m very validated by this conversation, because you hope, of course, that your intentions come across and you’re nailing something that is in the fabric of this. There are two answers to your question, so just stick with me for a sec. My mother worked for the British Board of Film Classification, sort of the MPAA, and she worked there from 1985 to 1994. When I was a kid, she would come home, and she would often, rather lazily, for my bedtime story tell me the plot of whatever movie she had seen that day. And it was a period of time when they were making a very specific kind of movie, and that penetrated my subconscious in a rather deep, deep way. So this film is a love letter to that period of studio filmmaking.

On the flip side, there’s a rather eccentric element to this movie that I recognize as eccentric, and maybe it won’t be obviously perceptible, but it was very much on my mind when I was writing and navigating these sequences. I wanted it to not only be a satire, but rather quite authentic. So there are scenes in the movie which, in my mind, have been noted by a hypothetical studio, or are the product of a test screening process that was hypothetical to this movie had it been made 30 or so years ago. So sometimes I might go on a piece of exposition visually in a way that I think is maybe rather tasteless, but I think is maybe authentic to what would have been the requirements of a film that was being made in 1991. That’s a very, very quirky aspect of the movie.

Can you maybe mention an example?

Elisabeth Moss on Playing Opposite Kate Hudson in 'Shell' and the Stress of Auditions

For example, Cornelius, who is a henchman in the movie, has the sort of long white shoulder-length hair, which is very emblematic of these kinds of Cold War panic characters you see crop up a lot. So Cornelius is a direct nod to that. The character Este Haim plays in the movie, Lydia, basically functions exclusively as a soundboard for the movie and sort of shows up at the most convenient moments. And that’s very much a satire of some slightly underwritten characters that we would find in that period of time. I love a movie called Look Who’s Talking . That was a very influential movie for me as a kid. There’s actually quite a lot of Look Who’s Talking in this film, and Lydia feels like a character from Look Who’s Talking .

Shell also deals with serious issues, such as body image and aging, which many of us still seem to struggle with…

What’s interesting is I’m turning 40 next year, and when I first read the script quite a long time ago, even though it’s driven by female characters, I still related to it on a really massive level. We all have a relationship to mortality, and we all have a relationship to our vanity, and that’s universal. So it’s wonderful to have an access point or a theme in a story which we can all find a way into. It’s not a movie about something hyper-specific. It’s about something that affects us regardless of age, race or gender.

There have been several high-profile body-horror films as of late, including Coralie Fargeat’s The Substance with Demi Moore in Cannes. Have you ever had an interest in this and do you have any thoughts on why this might be a time where creatives and audiences gravitate towards such films?

The last couple of movies I worked on as an actor, I had quite a deep relationship to in different ways, and they are very influential on Shell . I did a Saw movie with Chris Rock called Spiral , and then I did a movie with Damien Chazelle called Babylon . And I learned a huge amount from both of these projects. One of the things that was really fascinating about working on the Saw movie is that I’d never done something which had violence in it like that or had that kind of tonality. And when we would test the movie, put in front of audiences and sit with a crowd, the response to it was quite unexpected to me. I didn’t realize that there was so much joy that people felt by being scared together or really seeing something that was too much to take and you have to cover your eyes. And what ends up happening in the room is it becomes quite fun, like people cling on to each other, they giggle, they laugh a lot. And they bond in a very specific way. And I found that quite exciting. It wasn’t something I’d really been around before.

So when we were working on this film, I actually pushed a lot of those elements of the movie because I think it was fresh in my mind. A lot of the writing of this movie happened while I was shooting Saw . So I was thinking a lot about how much pleasure people had in watching extreme imagery. And then there was a playfulness in Babylon , an approach to the movie that I found really inspiring and good fun. And I tried to carry some of that energy over to this.

I was very lucky on this movie to work with the cinematographer Drew Daniels, who just shot Anora , Sean Baker’s movie, and is an extremely gifted cinematographer. It should really say “directed by both of us.” It’s such a partnership. And there was something very invigorating on this specific film. We both have a mischief in our core. I think that’s the thing that connects us the most, a sense of mischief. And it was something we were quite committed to, not only within the narrative of the film and the scenes themselves but literally how we shot the movie. It’s deeply practical. Without giving too much away, there are a lot of practical effects in the movie, and that was something we always fought to protect because there is something inherently mischievous about that approach, especially 2024 stuff like that.

How challenging was shooting the film on the tight schedule you mentioned and any anecdote you can maybe share?

It was an almost comically difficult film to make. And yet, the thing that drove us every day in our hardest moments was the hope that we might get a reaction, it really was all striving to make something that would be very joyful and entertaining. So it was a funny dichotomy of very, very hard work, but hopefully for a movie that wasn’t taking itself too seriously, even if we were taking the work very seriously.

We worked with Elizabeth Berkley on the very last day of shooting, and it was the opening [scene] of our film. Not in my wildest dreams would I ever have thought we would get her to be a part of this project. She felt like somebody so linked to the DNA of what this movie was striving for. And that sequence was something that Drew Daniels and I had talked about for so long and were so excited about. We had to work with an animal that day. The film opens with a quite complicated shot, and the dog in it was just like Orson Welles. He was just a remarkably talented actor, and everything just went really well. And it all looked better than we could ever have dreamt it would look. And Elizabeth was such a dream to work with, just an extraordinary actor and really brilliant and a true professional. So that was a very romantic day.

The film has an amazing cast overall, including Arian Moayed, and Kate Hudson as a person whose bad side we find out about…

I have to say a special word about Kate Hudson. There is something quite transcendent about the marriage of actor and character. It’s something that I take no credit for, but something I feel is almost objective about the movie when you watch it. Sometimes this happens in a movie that there’s a role and a performer that seem fated in some way. And it is one of the things that makes me feel this movie had to happen. When you watch it, it feels like Kate was born to play this role, and she just understood the cadence of it. The movie actually has a kind of melody to it the way the dialog works, and she just was so intuitively bad. It’s such a pleasure for a filmmaker to hear dialog come back at you with such lyricism. It’s one of the parts of the movie that I really am so proud of and really excited to share with people. I adore all of the performances in this film, and I feel so lucky that we got the actors that we did.

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