Ever since his directorial debut with The Indian Runner in 1991, Sean Penn has been intent on keeping a certain tradition of American cinema alive: the tradition of directorially self-effacing, behavior-driven movies for adults in which complicated men and women find themselves unable to get out of their own and each other’s way. It’s the school of filmmaking practiced by John Cassavetes, Hal Ashby and Bob Rafelson, on whose work Penn builds with movies that fuse character and landscape to get at something unique and complex about American identity and culture. His latest film, Flag Day, stands alongside The Indian Runner, The Pledge and Into the Wild as another of Penn’s great movies about characters running from – or is it to? – home, with protagonist Jennifer Vogel (played by Penn’s daughter Dylan) struggling to deal with an upbringing shaped by a father (Penn) who reflexively lies both to others and himself while making his living via a variety of legally dubious means. Teaming up with cinematographer Daniel Moder, whose work on the Amazon series The Last Tycoon I’ve enthusiastically celebrated on this site, Penn captures this multifaceted coming of age story on super-16mm celluloid that bathes the whole story in just the right amount of hazy memory—it’s a gorgeous movie, but the imagery is organic and fully integrated with the performances in a way that never calls attention to itself. In a confident but understated way, Penn and Moder consistently find the right camera placement and lighting to showcase and enhance the powerful performances at the movie’s center. I spoke with both of them just before Flag Day’s August 20 theatrical release.

Filmmaker: Sean, I want to begin by asking you about how you work with actors, because the performances in all of the films you direct are extraordinary. What kinds of things do you do to help facilitate the actors’ best work?

Sean Penn: I don’t like actors to have to show up to a set they’ve never seen unless the narrative has their characters seeing it for the first time. If they’re meant to be familiar with it, I think that actors going out and seeing the space that they’re going to play in is important. That’s the first simple part of it, and then it’s just about trying to be available to actors in terms of their own imagination and what they’re feeling about the pieces of the puzzle that they’ve got to contribute. I try to maintain as light a touch as possible in terms of dissecting things until it’s necessary to do that.

Filmmaker: And this was the first time you acted in a movie you directed. How does that complicate things?

Penn: In many aspects of my life I’ve often been a multi-tasker, but in film I’ve always sought refuge from that. Multitasking in film is quite stressful. On the other hand, what balances that is that whenever I’m directing the movie, I come to the set with a kind of carpenter’s view of what’s got to happen on a given day to be a block in the whole story. I won’t necessarily share that until I’ve seen what the actors are doing on their own – a lot of times you very quickly throw away that foundational backup plan, which is how I like to do it. If we’re going to discover magic of any kind in a performance, I like to do it on the day and I’m happy to throw away the plan, as long as I think that something else is going to fulfill it.

By acting in the film myself, I was liberated from the kind of emotional politics that are sometimes involved with directing actors. I would come in with my foundational expectations, and once I had fulfilled those, I could put all my attention on the other actor. It might take me a take or two to lay down what I thought had to be there on my side of the camera, then I might do 10 takes of the other person. In another situation, if you do a 10 to two ratio, the person who got the two takes might think they’re not being cared for. There was something liberating about saying, “Okay, I got my little bit done. Now the scene is really about her. Let’s do it.” And because I had not directed myself before, having Danny Moder there was like having two directors. 

Filmmaker: How did the two of you come together on this movie?

Daniel Moder: Sean and I had a couple of false starts on other projects. For this, he simply texted me, “What are you doing May and June?” and I knew this meant we were going to have our chance. 

Penn: Very conveniently, at the time we made the film Danny lived right down the street from me, so he’d wander up with his bicycle and we’d sit here and watch movies and talk about the image qualities and so on, and that gave us a very good shorthand from whatever my initial concept was to whatever he brought to it and how it formed. By the time we were shooting, we were breathing from the same respirator in terms of our sense of the storytelling, so he was really a brother in arms.

Moder: Some of the first movies we watched were Scarecrow and McCabe & Mrs. Miller. They both had a richness to them and a sense of American landscape we tried to capture.

Filmmaker: Certainly shooting on super-16mm helps capture that flavor. When was that decision made?

Moder: Sean was sure that he wanted to shoot on film and never wavered from that. 

Penn: We were both excited with the idea of moving away from a more synthetic digital look; we thought the grain of 16mm would help the audience feel the passage of time. 

Moder: The 16mm really shows itself in the grain structure and Sean and I liked to indicate the analog capture. The grain is almost imperceptible with certain lighting and film stocks, but it is there. 

Filmmaker: Are there other benefits to shooting 16 just in terms of practical considerations on set?

Moder: The need to reload the camera more often kept us honest about our preparation before rolling. Also, the size of the camera was beneficial to us in all the practical locations. As you do in the prep, we tried to free up resources and decided that 16mm might be a great option. To boost my own confidence, I checked in with a couple great 16mm DPs, Ed Lachman and Chris Blauvelt, and that felt great to hear their encouragement.

Penn: Yeah, pretty early on we just committed to that, then there were key questions of finding out what labs would be available, what stock would be available, looking at the lens kits and everything, to make sure that we could make the movie that we were dreaming of making. 

Moder: The only challenge was the occasional inconvenience of our lab processing schedule changes; we made it through without any real problems aside from seeing dailies later than we might have liked on occasion. We shot on the ARRI 416 provided by Keslow Camera, and landed on the 16mm Zeiss super speeds and added a couple longer lenses from the 35mm set. I also fell in love with an older Cooke 10-30 that was a great compliment to the primes. Some of the most fun was an early sequence in the film where we used the ARRI swing and tilt lenses. They really were the exact right tool to express the selective memory of childhood.

Filmmaker: That sense of childhood and memory in the early passages is one of the most striking things in the movie.

Moder: Reading the book and script told by a girl my age growing up at the same time I was growing up, it was comforting to tap into that time and try to keep it authentic. It was an interesting tone we tried to hit. Early in the story we tried to find bigger brighter sources of light, some brilliance of a childhood memory. At the same time, I wanted it to feel naturalistic, even though this sweet girl’s memory was of a larger than life father. Later in the story as she matures and sees some truth about her father, cooler tones take over and the camera settles more.

Filmmaker: Sean, the primary actor you’re opposite in the movie is your daughter Dylan. It’s a pretty demanding part and she’s great in it, but it’s a risk because the whole movie is dependent on her – how did you know she could pull it off?

Penn: It started with watching her share stories with her mother and I when she was growing up, coming home from school and embodying the characters of her classmates with nuance and insight. It was always clear to me that she would be a truth machine as an actress, but then there’s taking all that confidence and saying, “Hey, darlin’, let’s do this thing together.” What have I just set her up for? There are a lot of potential hazards doing this stuff – it can be very destructive, when it comes to critics and so on and so forth, and I wanted to make sure I didn’t set her up for some kind of failure. Then once we got to day one, take one, everybody kind of dropped their jaw and said, “WTF?” She came ready to play. It was just a gift.

Filmmaker: Danny, what do you do as a cinematographer to help Sean and the other actors along in the kinds of emotional requirements this kind of material creates? What kind of environment do you try to establish?

Moder: As far as the acting, that really is Sean’s department. You can imagine the true family dynamic in this where Sean is directing his daughter through some very trying scenes. My role in creating the environment really starts on the scout. I would take cues from what elements of the location were important to him: A relationship of a window to its vista, finding train tracks that might be able to time out a passing train, which way does the door swing. Based on what his interests were and maybe a few adjectives I would store those away and apply that to the day’s work. From there I knew if I had room to play and show him my original ideas, then there were days that I would unpack what he said on the scout and try to quietly construct what he seemed most important to him. For him directing and acting along with countless other details he has, we tried to remain somewhat fluid and have creative choices available.

Filmmaker: How much advance planning goes into your shots and how much is decided on the day?

Moder: We storyboarded the bigger scenes that might have a bigger price tag. We wanted to make sure we understood each other and could have the gear and manpower needed to pull it off. For the emotional scenes, there was a calmer approach and we really did our best to be prepared, stay quiet and give the actors physical and emotional room to perform. We had two cameras rolling 85% of the time and on bigger days got into five or six.

Filmmaker: Tell me a little about editing and postproduction and how the movie was shaped or adjusted there.

Moder: In that the film spanned 20 years there was some subtle de-aging by an excellent Irish post house called SSFVX – some wrinkle reduction techniques that we would all like to take advantage of! 

Penn: I’ll confess to you that in every movie I’ve ever made, there’s been a radical rewrite from the script to the shooting of the movie, and then from the shooting of the movie to the movie itself. That’s just the way that I work. For example, I had done a very linear cut of Into the Wild. Once we had that, we started throwing things around so that it would be closer to the way we experience life, where there’s no moment in our lives that is present but the one that we’re in. Everything else is a memory. We’ve rewritten it in some way in our minds, all of that. I find myself, kind of like a footage collector of the story, in the fog, then you get to the editing room and you look at footage and you say, “Okay, let’s start writing.”

In this case, I had the benefit of two great editors. First was Valdis Oskarsdottir, who I’d never worked with before; she had worked with Gus Van Sant, she did Eternal Sunshine of the Spotless Mind, and she has a very interesting take on film. She’s Icelandic, so we worked closely on the first cut, but then COVID came up and she had to race back to Iceland before they shut down the borders. We kind of closed down the whole shop during the shutdown, and months later coming back and looking at the movie with fresh eyes, it became clear that I was certainly not finished with it. Then Michelle Tesoro became available, who had cut Queen’s Gambit. I was very impressed with Queen’s Gambit, and she was very impressed with Flag Day, so we jumped in and had a few weeks together and brought it into a less linear form, more focused on telling the story in the form of memory. I always like to stay open to the idea that I might have better ideas about the movie a year into the process than when I first started.  

Jim Hemphill is a filmmaker and film historian based in Los Angeles. His website is www.jimhemphillfilms.com.