The following interview contains light spoilers for Things Will Be Different.
Every festival worth their salt has some form of a Midnight Madness section, a series of late night screenings dedicated to intense, at times disgusting high-concept genre fare. You have your usual suspects in these sections: violent actioners, gory horror, creature features, maybe even a raunchy comedy. One thing you don’t expect is cerebral, heady sci-fi. Thankfully, SXSW’s Film & TV Festival has never been comfortable conforming to expectation in its own “Midnighter” section, which is how you get a film like Things Will Be Different – an intimate two-hander with a mysterious sci-fi bend – playing alongside fleshy, bonkers projects like Kryptic and Family.
Writer-director Michael Felker sets up his story on modest terms: two estranged siblings (Adam David Thompson and Riley Dandy, both bringing a-game interiority) are on the run following an off-screen robbery. Thankfully, one of them knows of a safe house located off the beaten path. Upon entering a specific closet, the two are transported to an alternate version of the house, seemingly one from the past. All seems safe, that is until they realize something is blocking their return. Upon further exploration, the siblings learn there are far greater forces at play than either of them are prepared for.
Felker, best known for his collaborations with Loki’s Justin Benson and Aaron Moorehead, immediately imposes countless questions on the audience, something he is quite pleased with. In an extensive conversation with him and his two leads, he dove deep into his love for science fiction and how his favorite examples of the genre do not aspire to provide answers but rather deepen one’s journey in attempting to answer the question. It’s this curiosity laced with endless imaginative ambition that makes Things Will Be Different a SXSW highlight and one of the few films at the festival to palpably challenge its audience. Mileage will surely vary depending on taste, but one cannot deny Felkner’s filmmaking is bold and provocative in the way cinephile’s crave.
Felker, Dandy, and Thompson spoke to GVN in an extensive and exclusive conversation, edited for length and clarity. Topics covered include Felker’s father being a PA on set, the difficulties of working without a script supervisor, and what makes good science fiction.
This is a very methodical midnighter. When you heard that it was going to be playing in this section, I’m curious what your reaction was, especially considering you’re being put next to films that hew closer to genre. Did it excite you?
Michael Felker: Absolutely. I think it fits really well within “Midnighter” because you want the sci-fi folks, especially the heady ones, thinking about the different theories and world-building, and that comes from late night talks that start from 1:00 to 2:00 in the morning. I mean, heck, when we had our first screening, we were talking about all the worlds and rules up until like 4:00 in the morning. It’s because it invites you to be in a dark room and think about everything that the world is doing. So, I think we fit really well. I mean, yes, we don’t have the typical genre fare of blood, guts, supernatural monsters. There’s a bunch of stuff that can happen in the genre space, but I like that the genre space at SXSW invites the heady sci-fi for the Midnighter section. I think it’s a good crowd.
Let’s talk a little bit about the inception of this idea because I don’t know where the heck this kind of concept comes from.
Felker: This came from me being a nerdy son to a nerdy engineer who loves sci-fi. I made this movie for [my father]. He reads all the Hugo winners, he watches all the sci-fi movies. He raised me on Blade Runner, on Alien. When I go watch movies with my dad, we grab a cup of coffee afterwards and we talk about it for hours. After an Everything Everywhere All at Once screening we went to two years ago, we were shooting the shit about making a movie with friends and we came up with, “Let’s go to a farm that bank robbers use for time travel. What does that look like? What is the world? What are the things that happen when you can’t go back to your time and you’ve made some terribly awful but impassioned choices that mean something to you.” That all came from being nerdy with my dad.
Riley, Adam, did he share that with you guys when he introduced the project to you?
Adam David Thompson: Well, the cover of the script says, “Inspired by my dad’s favorite stories.”
Felker: Yeah, exactly. We haven’t even brought that up in [any other interview] yet.
Riley Dandy: Even before reading the script, I saw that and I was like, “Oh, family is important here. Even though it’s a different relationship, it still is, from the moment you open the script, about family, which is great. I never really thought about that.
Felker: It’s to the point where my dad even worked on the shoot.
What was your dad’s role on the shoot?
Thompson: Everything.
Dandy: Bringing coffees and being my best friend.
Christ, you made your dad the PA on set? [laughs]
Felker: He welcomed it. He was like, “I want to be there!” because he loved the script, and he wanted to be a part of the process.
Had he ever worked on a film set before?
Felker: Oh, hell no.
Dandy: And he’ll never do it again.
Felker: He walks onto set and he’s like, “I don’t know how you guys do it.” He’s an engineer!
Dandy: He literally works on rockets.
Felker: He worked in aerospace as part of the International Space Station in the ‘90s.
Dandy: An aerospace engineer was saying, “Man, your job as actors is so hard.” [laughs]
It’s humbling when a rocket scientist is like, “I don’t envy you guys.”
Thompson: That’s a deeply humbling moment.
What does the set look like for this movie? Is it a skeleton crew?
Felker: I think we had a crew of fifteen. It was a very small, intimate shoot where everyone knew each other’s first names and had inside jokes with each other. I think that was so key in terms of making something this small and impassioned. It makes everyone enjoy their work more when they’re like, “Oh, hey, I’ll grab lunch with you in the middle of this” and shoot the shit about anything else.
Dandy: I also think it was important because it gave everyone the opportunity to offer up ideas as well. When you’re on a big set, you’re keeping to your role while keeping your head down, but we had such a small group of people that it felt safe enough for people to offer up suggestions, which I think is good.
Thompson: But there are only certain directors that can walk that line because inherently, as a director, you are the CEO on set. If other people on set feel like decisions aren’t being made, then they start making panicky suggestions. Whereas some sets can be a mass of people saying, “I think it should be…” [this film] was not that. Michael has a way, unlike a lot of directors, to be able to take in those suggestions, process them instantaneously, and make the overall decision, which gives us confidence to be able to play within that playground. That takes a special person to be able to do that.
I imagine with a film like this, every choice affects what the final product is going to be.
Felker: Absolutely. That comes from my background in editing where, when people suggest something, I know, “Oh, I definitely could figure out how to play with that.”
To know the future.
Felker: Exactly. It comes from my confidence. If someone gives me a cool idea, I’m not even trying to shoot it down. I’m going like, “Maybe I can figure it out.” It gives me that option later.
I love directors that edit their own stuff. Chloé Zhao is a good example.
Felker: I love her work so much.
Dandy: Director-editors know what they need, which is incredible.
And they know what they cannot do.
Felker: Editors who are directors are some of the best savers of time and money.
Dandy: Yes!
I want to keep going on this theme of collaboration and speak about the performances. This is a story about family. Adam and Riley, you two are balancing this really difficult tightrope where you have to internalize and convey a years-long relationship that is affected by events we don’t have access to. What was your initial meeting like and how did you develop that sibling relationship?
Dandy: Our relationship was entirely digital for a long time because he’s on the East Coast and I’m on the West Coast. We met in person for the first time a day before rehearsals at the airport. We had been chatting so much up until that point that we felt like we knew each other very well. I recognized him immediately and we were both like, “Hi!” Before that, we had prepped all of our history together, who we were and what our lives were like. Some of those conversations were with Felker, but most of them were private for the two of us. I think it came pretty easy.
Thompson: What’s really funny about that first meeting is that Riley and I, even over Zoom and phone calls and text messages, had an immediate sibling relationship. If Riley and I had to play romantic love interests, it would have been funny. We would not have been able to take it seriously.
Dandy: It would have been so hard.
Thompson: That initial meeting was such a sibling meeting. I was coming from the East Coast, she was coming from the West Coast, and we were meeting in [an airport in] Chicago. I’m waiting at the gate ahead of time. I call Riley and I’m like, “Hey. I’m at the gate. Where are you?” She’s like, “I’m on my way.” Fifteen minutes go by. I’m like, “Riley, where are you?” “Well, I stopped to do…” I’m like, “Riley, you don’t have time to stop! You gotta get here! They’re boarding.” “I’ll be there.” So, immediately, our sibling relationship continued to take root.
Life reflecting art reflecting life reflecting art.
Dandy: Before we even met!
Felker: I don’t think I ever knew that story.
Thompson: We got very lucky to truly love each other as brother and sister.
Dandy: I do feel like in a cosmic way we’ve been siblings in a different lifetime. I really believe that.
Thompson: Absolutely.
There’s a time jump in the middle of the film but you shot the film nonlinearly. How do you two, as actors, manage shooting both time periods within the same day? What’s at the front of your mind in terms of performance?
Dandy: You have to stay so present. [To Thompson] I don’t know what your prep for that is, but I always make a cheat sheet before every job. I make a little table of contents for myself of what scene I’m in, where I’ve come from, and what we’re doing. That really helps when we’re jumping around because if we’re shooting Scene 6 and then we shoot Scene 64, I’ll look at Scene 64, see what’s just happened in the previous scene, and that helps my brain stay compartmentalized.
Thompson: And this, again, illustrates the difference between Riley and myself because Riley is so prepared. I’m much more of a—
Dandy: “I’ll just ask Felker!” [All laugh]
Thompson: I’m much more of a “feel it out on the day” kind of guy. As we were walking on set, I would say, “Felker, where am I coming from? What just happened?” Felker would have a very succinct, “You were in the middle. Riley was doing this, and you were running back.” “Great. Let’s go.” That’s my process and it’s just because I’m not smart enough.
Felker: I’m the human cheat sheet.
Dandy: I started being like, “Well, if he’s just asking…” [All laugh] And you do ask him and he’s like, “I’ll tell you exactly where you are and exactly what you’re doing,” which is incredibly helpful. This man’s brain knows no bounds.
Felker: It knows a little bounds. When I know the movie, I’m like, “Yeah,” then when I’m trying to figure out how to pay my bills afterward, I’m like, “Where did I put that? I have to pay my electric bill.”
One of my favorite parts of the film is that you have two different time periods interacting with each other instantaneously. Because the future is communicating with the past, certain interactions happen with lightning speed. What’s the preparation process for something like that?
Felker: It’s fun for me. I have to know exactly what they’re doing in the other timeline that you don’t see. It’s a whole other movie that, if people wanted to pick my brain while we were on set, I could be like, “Here.” That helps you rationalize where to put things. Especially with our brilliant production design team: Zach Thomas, Danielle [Julien], Brennan [Huizinga], Cody [Thammavongsa]. They did amazing work in articulating the rules of how time-traveling objects work and how they behave. They knew all the rules of it [and made it clear that] there’s continuity to the rules, that it’s not magic. Viewers can feel the rules without having to see it all play out. They can trust the logic knowing that there are certain steps that will happen, including steps where things break. They’re like, “I didn’t even know that could break!” Well, that is a rule. I won’t explain it because why would they go, “Well, actually, this rule has to do this and blah blah blah.” They can’t see that. There’s no narrative reason to see it, but you trust that there is something broken, and it makes the world feel even bigger. One of the biggest hurdles we did have, though, is that we didn’t have a script supervisor, which means no continuity checks. That’s really hard with two different blocks of timing, shooting in the summer and the winter. Every department head had to be on their game. Like costuming. Alissa [Wehrli] had to be on top of those.
Dandy: She was incredible.
Thompson: One-woman show.
Felker: She was on her game. Alissa is an incredible costume designer. The production design also had to be on top of the bags and what’s coming in and out.
Dandy: Jess [Lynn], who was our hair and makeup [person] was also crucial.
Felker: She really did a great job to make sure she was on top of when people got shot or when they got bloody noses and stuff. She had to be on top of her game for that because we didn’t have someone to check it. In a way, it made us able to move faster, trusting that everyone was on top of it, but worst-case scenario, if we weren’t sure, the DIT station was upstairs. It was just my laptop connected to hard drives. I would sprint up, I would look at the shot and go, “You had a hat on. Get it on.” I think it was part of my confidence in editing and being like, “I remember this. We need to have this, and then this has to happen.” That really was a collaborative effort. At the same time, I’m kind of an insane person thinking about a movie that doesn’t exist in our world.
It’s thinking about what happened before while thinking about what’s happening after while trying to be present. [laughs]
Dandy: It’s all parts of your brain working at the same time.
Thompson: I’m a nightmare for continuity because, like I said, I’m very much in the moment. I’ve been on sets where the script supervisor will come over and be like, “Adam, just so you know, your gun was in your right hand in this last scene.” And I would say, “I had a gun?” [all laugh] [This film’s crew] had their work cut out for them because I would go to costumes, I would go to makeup, I would go to Felker, I would go to Shane [Spiegel, producer] and be like, “Wait. Did I have bags before? How were the bags being held? What was going on?” But at the same time, because everybody knew that they had to be on their game, we cranked, man.
Felker: I actually have a scorecard and I know who made the most continuity mistakes between the two of you.
Keeping a scorecard of continuity errors is a devious task.
Dandy: Was it me?
Felker: Wasn’t even close. I’m pointing to this guy. [Thompson] There were times where I went, “Oh, man. He totally used a different hand,” and I’m in the middle of the edit being like, “Wrong hand on the safe!”
Thompson: I admit to it, dude.
Dandy: We’re so similar but we’re so different.
[Thompson: Siblings will be different.
Dandy: Sometimes our brains will be so similar. But it’s stuff like this, I’m so anal about trying to be on top of continuity.
Felker: [To Dandy] I never had to worry about you.
Dandy: I was really trying to be on top of it.
Thompson: I used to be really on top about continuity, but it took me so much out of scenes that I started saying to myself, for better or worse, “It’s not my job.”
Felker: In all seriousness, it was only like three times in a 90-minute movie.
Dandy: But who’s counting? [laughs]
Felker: That’s how I know he’s a great performer because it would be later in a cut where all of a sudden, I’m like, “Oh my god. He had the wrong hand,” but I wouldn’t even notice it because I’m looking ahead at him doing a performance.
Thompson: You’ve probably called me so many awful names in the edit. [All laugh] Our other editor, Rebeca [Marques], seems really caring and loving. I think she would be like, “Aw.”
“Next time he’ll do better.’
Dandy: “What a cute little idiot.” [All laugh]
Felker: Give credit to our co-editor, Rebeca Marques. A lot of the moments that you see from the great brother-sister chemistry, she found in the in-between. It was literally stuff that wasn’t scripted. Beca is great with characters and really great with chemistry. Fantastic editor.
Let’s talk about [producers Justin] Benson & [Aaron] Moorhead real quick. I’ve seen them on camera, and they’re electric, but as producers, what are they like? Are they willing to get their hands dirty, or are they more like, “This is your show, we’re just watching”?
Felker: Anytime I write a script, I send it to them. For this one, I was like, “I’m going to go shoot this thing. Just give me your blessing.” They read it and immediately got back to me and were like, “We want to be on board. This is a Rustic [Films] movie.” I think the way the head of Rustic, Dave Lawson Jr., our wonderful EP, described it was, “We’re going to be 10,000 feet in the air, and we’re going to parachute down anything you need. Anything.” And that’s what they did. They never said no to me. I was like, “Hey, I need to find a good casting director,” and they set me up with Chrissy [Fiorilli] who helped me get Adam and Riley. “I need someone for music.” They were like, “Use our guy, Jimmy.” I met with Jimmy LaValle of The Album Leaf, and he came on right away. “Hey, I want you guys in the movie for different cameos.” They instantly said yes. They were incredibly helpful. They’re great with stuff we’re dealing with right now at SXSW. Even though they’re caught up in their moment, I’m still texting them like, “Hey, you guys got advice for this one thing?” and they immediately respond.
Thompson: I got a text last night from Aaron saying “Enjoy tonight. I’m so proud of you guys.”
Dandy: And he’s not even here.
Thompson: He’s probably in the middle of shooting his Marvel thing, but he’s still thinking about us. People like Justin and Aaron, they don’t make them like that. I have four things to do in a day and I am a wreck. I’m like, “How am I going to do all of these things?” They have endless bandwidth. I don’t know how they do it because they do it with grace and they do it with power.
Dandy: And Dave, too.
Thompson: And Dave, too. Dave is an animal. I don’t know how he does it. He has a hundred things going all at once but will sit and have a conversation with you and not look at his phone.
It’s called being a producer.
Dandy: Yeah!
Felker: I’ve seen producers that are like, “I don’t care, this movie has to get done, no matter how much bullying or mean-spirited ways I have to do it.” Those guys make it look easy. That’s why people love working with them. That’s why I’ve worked with them for so long. That’s why we’re going to continue working with them. They invite you in, and it’s like you’re having a beer with them, anytime. They’re like, “You are the most important person in this room right now. Let’s make your movie and let’s make it the coolest thing in the world.” That’s incredibly, incredibly hard to do when you’re making a movie because it’s one thing to make a movie, but it’s really hard to make a movie with a really good attitude.
Dandy: As someone that’s new to the family, new to the Rustic umbrella, I think they’ve made us feel like we’ve been here forever. There have been many times that I’ve come into a family situation, and you’re made to feel a little bit like an outsider. That’s not the case [with them] at all.
Thompson: Their motto is “make movies with friends.” That could be very exclusive, but they continue to gather friends. I’m not very good at networking with people that are just wanting to network, but the friends that I have found throughout this process are friends for life. I think that that’s a really important lesson that I’ve also learned from Benson and Morehead, too.
The last question is, and I can’t ask it in any plainer terms, are you nervous to confuse people? A lot of filmmakers fear whether or not people will get their film. They want people to embrace their film, but when you play hooky with the information being given to the audience, there’s a fear that you might polarize them.
Felker: Oh, yeah. It’s a big risk. I believe that, especially in the last ten years of filmmaking, a lot of people think a good movie is a correct one, or the ones where you’re given the exact amount of information. That’s a little too mathematical for me. I feel like the best movies, especially as I get older and I get bored of the movies that have been done over and over again, are the ones that challenge you. I think good sci-fi isn’t about finding the answer. It’s about the reach for the answer. You’re never going to know everything, but that’s why it’s alluring. There’s an old saying that if a director makes an audience add two and two and they make four, they will love you forever. I think cool sci-fi makes the audience add two and two and they come up with five, and they’re like, “But wait, it’s not five. Why is that? Why did this not add up?” That makes you think about the universe. It makes you think about the rules. Some people might go, “No. You didn’t spell it out for me, I got too lost. I’m going to check out.” That’s a risk that I’m happy to take because there needs to be more challenging sci-fi. I’m happy to have this movie amongst the Primers of the world where you go, “I need to see that again,” and you pick up more and more as you go.
Dandy: Audiences are smarter than they’re given credit for. I think so much content that is pumped out now spells everything out for people. A lot of viewers are smart viewers, and I think that giving someone an opportunity to walk away and think about something is the point of what we’re doing.
Felker: It goes back to the reason why I made this movie, which is to have coffee with my dad afterwards. If we answered everything and everyone came away with all the answers they needed, there’s no discussion. There’s just your opinion and then the movie’s forgotten. But if you have questions or if you have these things you’re wrestling with, you go to have the coffee afterwards, you make a connection with the person you saw it with, and you strengthen your friendship. You strengthen your family just in that conversation. That’s part of the movie beyond the movie itself. That’s what I’m hoping to do.
Thompson: I’ve been very lucky to do a number of genre films in my career and the sci-fi audience is so smart and contemplative. They want to be led out into a foggy field and figure out what’s happening. But with this film, what I hope more than anything is that they can let it all wash over them. How does it make you feel? Where are you at the end of this film? Start digging. I hope that people allow the feels to happen and not get caught up in the minutiae of whether or not every rule is answered within the film or if they have to answer it themselves.
Dandy: I think suspension of disbelief plays a massive role when it’s done correctly.
Thompson: And sci-fi audiences are the best people for suspension of disbelief.
Felker: I’ll go to another old saying that my dad said when I was struggling with another time travel script ten years ago. I was like, “Nothing’s connecting. I can’t explain everything. How do I get this concept to work?” And he goes, “If you could figure out the rules of time travel, you would have invented time travel. You would not have been writing scripts. You would have done it. Make the rules work for your characters and have a blast.”
Things Will Be Different held its World Premiere as part of the Midnighter section of the 2024 SXSW Film & TV Festival. It is currently seeking distribution.
Larry Fried is a filmmaker, writer, and podcaster based in New Jersey. He is the host and creator of the podcast “My Favorite Movie is…,” a podcast dedicated to helping filmmakers make somebody’s next favorite movie. He is also the Visual Content Manager for Special Olympics New Jersey, an organization dedicated to competition and training opportunities for athletes with intellectual disabilities across the Garden State.