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Where the Scene Lives: Alex Thompson and Kelly O’Sullivan on Saint Frances

An elderly husband returns home, eager to bake a birthday cake for his wife, who greets him in the kitchen. Only through the course of their conversation does he realize just how little he remembers of his recent past, though he can easily describe cherished events that happened ages ago. As the cake cooks in the oven, he and his partner of many decades bask in the warmth of their shared recollections—until the dinger goes off, signaling how memories can fade as quickly as they materialize. These are the events that occur in the wonderful 2014 short film, “Calumet,” yet such a synopsis only hints at the intricate layers of nuance brought to every line by writer/director Alex Thompson and his two sublime leads, Austin Pendleton and Ann Whitney. When I interviewed Pendleton last year about collaborating with the young filmmaker—now 29—the revered stage and screen veteran said that he would automatically be interested in almost any project Thompson has because he enjoys working with him. “Alex did a fair amount of takes and each time he wanted the moment to happen organically,” Pendleton told me. “That’s true of any good film director, and he’s very good.”

Both “Calumet” and Thompson’s subsequent short, “Irene & Marie,” starring Olympia Dukakis, are currently available for streaming via Amazon Prime, and it was my viewing of these two gems that heightened my anticipation for whatever the director had next in store. It was just under a year ago that I visited the set of Thompson’s first feature-length effort, “Saint Frances,” written by and starring his girlfriend, Kelly O’Sullivan, who has long been one of the brightest talents in the Windy City. What immediately struck me about the environment onset was its conspicuous lack of anxiety. Even as the shoot extended into the night, every crew member appeared to be enjoying each other’s company. Had there not been camera equipment strewn throughout the space, I could’ve easily forgotten that a movie was in the midst of being made. When Thompson sent me a link to the rough cut months later, it moved me to tears, easily transcending its unfinished elements. I immediately knew that he and O’Sullivan had a winner on their hands, a certainty further validated by the two accolades “Saint Frances” went on to earn upon premiering at SXSW this year: the Audience Award and a Special Jury Prize for Thompson, dubbed by the festival as a Breakthrough Voice. 

O’Sullivan delivers a revelatory performance as Bridget, a nanny in her mid-30s who has begun to find time passing her by. Faced with an unwanted pregnancy after sleeping with her boyfriend, Jace (Max Lipchitz), Bridget undergoes the process of grappling with her “life choices,” as hilariously dubbed by Frances (a show-stopping Ramona Edith Williams), the six-year-old she’s in charge of nannying. It’s the bond that she forges with Frances—as well as the girl’s two mothers, Maya (Charin Alvarez) and Annie (Lily Mojekwu)—that forms the heart of the movie. Prior to “Saint Frances” receiving the ultimate homecoming by opening the Chicago Critics Film Festival on Friday, May 17th, Thompson and O’Sullivan spoke at length with about their desire to confront stigmas, the influence of Hal Ashby on their artistry and their process for mining the tragedy and comedy in everyday life.  

Bridget is the sort of character who speaks volumes with every glance and inflection. Many of the biggest laughs occur simply when the camera cuts to her reaction. How did you go about crafting a role that never conforms to gender stereotypes?

Kelly O’Sullivan (KO): Bridget is, in a lot of ways, like me, but more informed by the fear that I have for myself. I did graduate from Northwestern, and Bridget did not. I am lucky to have a partner, but I still have a lot of the feelings that I based Bridget around, including the fear of being alone. I think that she is an alternate version of me, in a weird way.

Alex Thompson (AT): At one point, Kelly and I had talked about what Bridget does and what her interests would be. Almost every indie has the character who is a struggling poet or a struggling podcaster or a struggling filmmaker, and at the end of the movie, they finally write that poem or make that podcast

It is suggested that they will be okay.

KO: Exactly, they are on their path. 

AT: That just feels like such an arbitrary metaphor, at the end of the day, because if you were to film my daily travails, none of the climaxes of my life would be like, “And then he made a movie about it, and everything was okay after that.” When you look at the work of people like Hal Ashby or Derek Cianfrance, the characters in those films just feel like real people. It’s not like, “Our hero is a mechanic, and his job is a metaphor for his life. If he could only find that bolt, then the car would work, and at the end of the movie, he starts the engine and it purrs to life.” We didn’t want to have something tidy like that.

KO: It was important that it felt messy in a real and authentic way. We didn’t want it to seem like the mess in her life would be cleaned up if she just meets the right guy or finds her passion, all of those tropes that we are used to seeing. Even in the end, you don’t really know what Bridget is going to do with her life, but you have hope that she at least has more self-confidence than she did in the beginning. 

Kelly O’Sullivan in Alex Thompson’s “Saint Frances.”

I was reminded of Alfonso Cuarón’s “Roma” in how your film portrays a different sort of motherhood. Bridget’s line, “I don’t think that was my kid,” could speak for the heroines of both pictures, underlining how the women have found purpose in caring for the children of others. 

KO: When I was in my 20s, I nannied for two little girls, and even though I wasn’t parenting, if being a parent makes you feel even one thousandth of what I felt for those girls—the love as well as the moments of frustration and boredom and pride—I can say that the experience helped me begin to understand what it’s like to be a mother. I felt that kind of deep connection to the kids and found fulfillment in watching them grow. And then the job ends, and you walk away. It is a totally bizarre feeling to have this really important relationship with a child, and then have to walk away and wonder what becomes of them. 

I had pictures of these girls up on my fridge for a really long time until eventually I was like, “I haven’t seen them in years. They are probably totally different by now.” Every few years, I’m in touch with the mom, but knowing that they are out there somewhere, I can’t help wondering if they remember me, and if they do, what are their memories. They had such an incredible impact on me. I don’t know what it’s like to be a parent, but I know what it’s like to love a child.

Alex and I had many conversations about the films of Hal Ashby, particularly “Coming Home,” around the time you were preparing to make “Saint Frances.” How did they, in any way, form your approach to making this movie?

AT: This movie would not exist in the weird way that it does without you, Matt. We were at the same screening of Amy Scott’s documentary, “Hal,” along with our producer Ian Keiser and actor Brad Smith, at last year’s Chicago Critics Film Festival, which makes the opening night screening of “Saint Frances” at this year’s CCFF a real full-circle moment. It was an awesome look at Ashby’s life, and included many clips from “Coming Home,” which I had never seen before. Then you had mentioned on social media how much you loved the film, and we ended up talking about it. Eventually I told Nate Hurtsellers, my cinematographer on “Saint Frances,” that we had to see the film, and we were both struck by its use of long transitions containing wall-to-wall music. Then we got to thinking about what our film would be like if we approached it in a similar way, and that led to the cut as it is, one hundred percent. 

The soundtrack is among the more fascinating elements in “Coming Home.” It’s one of the best films I’ve seen, and I actually see many shades of Jane Fonda in Kelly’s performance.

KO: Oh my god, my mom would faint if she heard that!

AT: I actually thought about Fonda’s performance in relation to Bridget, because there is no convenient hobby for her character in “Coming Home.” That gave me a lot of confidence in how we approached our story. Many critics have said that our film has a cumulative effect.

As does “Roma.”

AT: It’s a very generous way of skirting around our lack of structure and payoff, but it is totally the positive flip of that, and “Coming Home” is very similar structurally. It allows itself to be this wandering path where you just watch these people sort of grow together. There is no pat moral. At the time, it was billed at this very anti-Vietnam film, but it’s really a film about people, as well as the pain they endure and how they go about carrying it through their lives.  

The first scene of “Saint Frances” also reminded me of “Coming Home” in how it thrusts the audience directly into the middle of a scene without identifying the person who will eventually prove to be our main character. Was that always how the film was going to open?

KO: No, that was all done in reshoots. The very beginning of the movie used to be just Bridget and Jace having sex, and then it proceeded as normal. What we quickly found out was that without people knowing how old Bridget is, right away, it actually really effects their view of her.

AT: And their view of what she has to lose and what she has to gain.

KO: What you have to learn in that first scene is that she is not as successful as a lot of her peer group, and that she is 34. This information really helps later on, during the job interview, when Maya starts talking about the fact that she has a geriatric pregnancy because she’s over 35.

I imagine that opening scene between Bridget and the clueless guy, Corey (Brad Smith), at the party must’ve earned the film laughs right off the bat.

KO: It did, and that was nice too in setting up the tone for the film. We want people to start laughing as soon as possible so that they know that they can continue to laugh throughout the course of the whole movie. 

AT: And Kelly and I both know how to write for Brad. I remember that I was on vacation in Greece with my family after filming was over, feeling like I could exhale. But then the feedback started coming in from people who had seen the film, and it was not wholly positive. Many comments were along the lines of, “I just don’t understand why I should care about this person,” and so Kelly and I tried to figure out how quickly we could communicate this. Kelly had talked about some alternate scene where Bridget would find herself around wealthier, more successful friends earlier in the film, and that’s what served as our inspiration for Corey. I love a movie that begins with a monologue and a slow zoom-in, where you initially think that it might be Corey’s movie, suggesting that you’re in for another male story. 

Something that I am really proud of about “Saint Frances” is the way that we are largely nonjudgmental. There was a big effort in approaching all the characters from a place of empathy, and in giving the actors freedom to empathize with their roles. We also didn’t want to photograph them in a way that either demonizes them or asks for us to pity them. My goal was to have the actors find the human spark within their characters, rather than brand them as heroes or villains. The previous film that Kelly, Brad, Nate and I made, “Brother Sister,”  does that successfully in some places, but also keeps the viewer at such a distance. Your [Matt’s] championing of “Calumet” and “Irene & Marie” really reminded me of how important it was to dip my toe into risking sentimentality because not doing so leaves the film open to not saying anything or not effecting anybody in any way.

Ann Whitney and Austin Pendleton in Alex Thompson’s “Calumet.”

Had your [Kelly’s] previous work in the Stephen Cone films “In Memoriam” and “Henry Gamble’s Birthday Party” inspired how you went about portraying people of faith in an even-handed way?

KO: Well, in a relatable way, in a way that we can look at these people and say, “I may not be like them, but I know somebody like that.” Immediately having them be cartoonish makes it so easy for us to discount people, in the same way that we discount so many people on social media. Only when you meet them are you able to see the human being behind the persona they have maintained online. When you are forced to acknowledge somebody’s humanity, it’s much more complicated.

There are echoes of the sequence where Scout innocently confronts the racist parents in “To Kill a Mockingbird” when Frances goes up to the disgruntled stranger (Rebecca Spence), outraged at Maya breastfeeding in public, and asks, “What’s your name?” 

KO: Which is something that we are taught to do as kids! As a foundation of how we connect with others, we are taught to say, “Hi, what’s your name? This is mine. I wanna be your friend.” It’s not that we forget about it as we grow older, but we learn that there are consequences to that sort of instant connection. Perhaps being open to one another would serve as a better foundation for us. I personally can’t believe that anybody would ever have an issue with somebody breastfeeding in public. So when I was writing that scene, I began to contemplate how one would develop that point of view by finding it indecent or being concerned that there are children nearby. But I am all for women getting to be more public about things that have had to be private and have been really stigmatized. Those stigmas should be confronted and then let go of so women can be much more open about who they are, especially when it comes to issues dealing with our bodies. 

That leads me to discussing one of the film’s very best scenes, when Kelly has a frank conversation with her mother (Mary Beth Fisher) during a walk in the park. It brilliantly demolishes the stigma regarding emotions so many parents experience yet are normally deemed unmentionable. 

KO: I am so glad you like that scene because there have been people who haven’t responded to it, and are kind of like, “Why are we being introduced to characters that we haven’t seen before and are not going to see again?” To me, that generational communication about motherhood is really important to see. It’s where Bridget first hears about her mother’s unspoken fantasy to take her crying baby and slam it against a wall. That makes my character able to help Maya later on by telling her that she’s not alone. 

That scene came about because, to be totally honest, my mom and I have had very similar conversations where she told me what she went through as a young mother. I’d be like, “Oh my god, that sounds terrible,” and she’d say, “No, that’s just the way that it is.” Now I am at an age where a lot of my friends are having kids. Some of them are going through postpartum and some of them will be talking about things that I’ve never heard anyone talk about before. Going through the difficulties of being a mother used to be a very silent, isolated experience, and I wanted that conversation to be present in the film.

What makes that scene even more wonderful is that you have two titans of Chicago theatre—not only Fisher, but Francis Guinan—cast as Bridget’s parents. 

KO: This film allowed me to write for my favorite actors—people like Lily, Charin, Mary Beth and Fran. If we could cast anybody in the world, it would be these people. It was kind of a magical thing that so many of them said yes. That is very indicative of Chicago, that desire to help out your friends.

I also loved the cameo by Kathleen Ruhl, who recently earned raves in the Redtwist Theatre’s recent production of “Herland.” She struck just the right note as the lady who inadvertently spoils Harry Potter for Bridget during her visit to Planned Parenthood.

AT: I had seen her audition for a film, and I just fell in love with her, so when Kelly wrote that role, she was the person I heard saying those words. It’s not exactly casting for realism, though Planned Parenthood does see a lot of different people and of many diverse age ranges, but for the joke, it feels really right. 

KO: It’s also a warmer presence than one may have envisioned when reading the script. That character could’ve come across much harsher had it been played by someone else, and she brought such an incredible warmth to it.

AT: The other side of the casting coin on that, for me, was Charlie Sheen in “Ferris Bueller’s Day Off,” the person in the leather jacket at a police station, after a long night on a bender—someone who knows this place super-well, and is imparting some wisdom to the newbie. 

One of the most crucial roles is that of Jace, and your choice of casting Max Lipchitz was spot-on. It’s a very endearing film debut.  

AT: I was really intent on, in many parts of this film, leaning back on process and the many wonderful people that we had involved, whether it be Kelly, or our casting directors, or producers like Raphael Nash and James Choi. I have been on films, as a director, where I have barreled forward and ended up making decisions that I should’ve had more counsel on. I was entirely certain that I wanted to cast Max as Jace, but I really wanted everyone else to love him as much as I did. So we had a whole casting session at PR, and then surreptitiously, I went over to Max’s house and directed him in a self-tape. Kelly saw the self-tape and you were impressed with the performance, but—

KO: It was really weird lighting, and it was very moody.

AT: We shot it in the way that we ended up shooting him in the movie.

KO: But he was so kind, and you could tell that he had a great sense of humor. It was really important to us that he would be able to improvise, because there were a couple of sequences where we knew that we wanted to have the freedom to play within what we had scripted. Knowing that he could do that, and then also just seeing his sweet face, he seems like someone who you’d want to have around when you are going through something hard.

Cinematographer Nate Hurtsellers and director Alex Thompson on the set of “Saint Frances.” Photo by Corey Stein.

His delivery of the line comparing an aborted fetus to a “rat turd” is also pitch-perfect in how it is wholly devoid of mean-spiritedness. 

KO: There were a couple of things that people really wanted to have cut from the script, because they worried that it was pushing things too far. The “rat turd” line and the discussion of bloodhounds were, to me, the sort of things that make the movie what it is. It presents these issues in a direct way, with a sense of humor, without worrying whether it’s okay to discuss them or if it’s stigmatized or taboo. That moment you mentioned was one where I was like, “We are f—king using that line. I don’t care what people say.” Eventually, the people who originally objected to the line came around once they saw how it was delivered by Max.

AT: They are really happy with the film. I just knew that the moment was going to be one of the most tender in the film, but when you read it on the page, it appears to be one of the most vulgar. It’s rare to find an actor like Max who is so game and so open. The faucet turns on and realness comes out. He was like Ramona in a lot of ways, so reactive and sweet. I would love to work with him again.

KO: And then when it came to Jim-True-Frost, who plays Isaac, the man Bridget decides to have a fling with, we thought we could never get him. We were like, “We’ll ask him, and he’ll say no.”

AT: I was a huge fan of “The Wire,” so I was kinda star-struck when I met him.

Was he in mind when you were writing the script?

KO: He wasn’t. I didn’t have any specific actor in mind for that role, but we knew that he could play guitar and sing really well. He’s also such an empathetic actor and somebody who you wouldn’t traditionally think of as being a creep. When his character ends up being that way, it seems more human, somehow.

AT: And it’s more disappointing, it’s more tragic. We saw him perform music at [former Steppenwolf artistic director] Martha Lavey’s memorial, and that’s how I knew he could play guitar and sing. He had written this song himself from a T.S. Elliot poem, and a lot of the music he plays in the film are original pieces. I think it was easy for Kelly and I to dismiss Isaac as a douche, and Jim was very quick to find the humanity in him. He was sort of confounded by our insistence that he’s an asshole.

Like many of the film’s less appealing characters, especially Bridget’s condescending former peer, Cheryl (Rebekah Ward), Isaac’s more careless actions come from a place of obliviousness rather than all-out villainy.

KO: Totally, which is the whole point of the first scene, where Corey is describing what, to him, is a nightmare, and it’s Bridget’s life. I’ve been at parties like that, where someone will be like, “Can you imagine? You’re 35, you don’t own a place, you don’t know where your next job is coming from,” and I’m like, “You are literally describing my life.”

AT: That is the soundtrack at SoHo House, for me.

I take it that you [Alex] enjoy cooking, considering that the conversations we had about Ashby took place at various Greek restaurants you recommended in Chicago.

AT: I am predominantly a cook in my spare time, and that is the hobby that I draw the most from—that and piano practice, or the memories of piano.

KO: You cook more than you play piano.

Cooking and filmmaking have certain through lines in terms of the level of intuition that plays into both.

AT: I get nearly identical thrills from them, and that’s something that I don’t say lightly. A dish well-prepared, served to a group of people who appreciate it, really excites me.

KO: And similarly devastates you when it doesn’t work out. 

AT: Yeah, I would say I’ve had more cooking failures than film failures, though the film failures have been a lot more costly—maybe cumulatively, with the grocery lists. [laughs] But there is a chemistry to filmmaking that I love. When we stood onstage at SXSW with Jim and Lily and Nate and Ramona and Max, and had them sort of talk about what a great set it was, it made me realize just how lucky we were to have that specific blend of personalities and talents, to have everyone so unified.

KO: Well, neither of us are drawn to assholes. Something we talk about all the time is that it’s not worth working with anybody who is not a good person. I feel like I’ve been very lucky in Chicago. I don’t know of many assholes here, because there is a certain amount of selflessness that exists in being an artist in Chicago. But we were always checking in with each other, asking, “Is this person fun, are they nice to be around?” I wrote the parts of the two moms for Lily and Charin because their personalities and natural warmth shine through whatever they do. No matter what those characters were going through, I knew that we would care about them, and that the audience would care. 

After recently spending a week with my nine-year-old niece in LA, I was all the more impressed by the authenticity of Frances, as played by Ramona Edith Williams, both in her mumbly, wry delivery, as well as how her unfiltered observations can cut deep.

KO: I’m not sure we can take a lot of credit for it. Ramona is amazing. She was able to do a thing that most actors can’t do, which is deliver scripted dialogue in a way that didn’t feel scripted. Her only line that wasn’t scripted is when she goes, “Cats and boots and cats and boots,” in the stroller, and that’s just because she became fascinated with Siri on my phone, so I asked Siri to rap for her. But everything else is scripted, and it really doesn’t seem like it. There were also many things she does physically in the film that we could never have coached her to do. 

AT: A lot actors that came in to audition had clearly been coached, and were really good actors, with quotation marks, in that they were prepared and they had made choices. Something that was really clear about Ramona was that she was capable of being open. There is this magical little thing that some actors are capable of doing and others aren’t where you can direct your energy at the person you are talking to in a way that stays here [motions to the space between us], because that’s where the scene lives—between your eyes and the other person’s eyes. She is able to do that in a way that feels totally natural. We had to tell her not to look at the camera four times in a month, and it was just a matter of making sure that we were being fair in the way that we approached her abilities.

KO: I have a dear friend who is single, and one day his young nephews asked him, “Who do you live with?” He answered, “I don’t live with anybody,” and they were like, “Are you lonely?” He was like, “Well…”, and they asked, “Do you choose to live by yourself?” He said, “I kind of do, but not really, I would like to live with somebody,” and they were like, “So when are you really lonely?” They’re just trying to figure out how it feels being a single adult, because they had a mom and dad who lived together in a house. When they asked, “So you don’t live in your own house? You live in a house with other people?”, you could tell they were trying to understand apartments. All of that logic, to me, is so watchable and that is what I wanted to use. It’s so truthful and does not come from a malicious place. It comes from a place of wondering, “Why is this guy blue?”

Kelly O’Sullivan and Ramona Edith Williams in Alex Thompson’s “Saint Frances.”

Was this Ramona’s first film?

KO: Yeah, she’s done a few commercials, but even those were improvised. They would just put the camera on her and ask her questions. She does this amazing series of commercials for Swedish Covenant Health called, “How Babies Are Made,” and she’s just giving her answers. 

The mock confessional scene between Frances and Bridget beautifully illustrates how some of our most meaningful interactions, particularly with children, arrive in the form of role-playing.

KO: Setting the scene in a confession booth allows for the sort of privacy and vulnerability that comes as a result of getting to role-play. As you mentioned, kids haven’t learned how to dress up their words. They are totally direct in their observations. It’s a simplified version of what adults would say because they just articulate what they see. That confession scene implemented both of those ideas. What if both characters know how to do confession, because they each come from Catholic families, and what happens if that sort of artifice goes away as they begin to enact the sacrament, and they just end up talking to each other?

In the very first draft of the script, it was actually a traditional confession scene between Bridget and a priest. When we did a reading of it, the scene went over fine, but then I said to Alex, “I have this crazy idea and I don’t think it can work. What if Frannie is playing the priest and Bridget is confessing to her?” Then there were about twenty different drafts of that confession scene before it became what it is, which is the purest, most simplified version.

AT: We didn’t want it to feel like Frances was being led by an author, so we told Ramona to make up a prayer, and what she came up with was more exciting than we had anticipated. All the way through editing, that prayer stayed in, but the only thing that’s left in the final cut is her saying, “And never come back again.” 

KO: In the script, she just sprinkles fairy dust and says gibberish.

AT: But it’s really hard to direct a kid to say gibberish. 

KO: It also helped that Ramona has the most supportive parents. They don’t over-coach her when they help her with learning lines. Lucy, her mom, will explain the scene as if she were telling her daughter a story, so that Ramona can actually relate to it. She’ll tell her, “Bridget and Frances don’t like each other, at first.” When we were shooting sequentially, Ramona would be like, “Are they friends yet?”, which was such an important question that I couldn’t believe she had the wherewithal to ask. I was like, “We are not friends yet,” and she said, “Okay, great.” Toward the end, she asked, “And now we’re best friends?” And I said yes.

Your composer, Quinn Tsan, has a real gift for utilizing vocals in her scores, something that was also evident in “Brother Sister.” The choral refrain that punctuates the fireworks display in “Saint Frances” is immensely effective in its emotional resonance.

AT: I find that when I work with Quinn, what she’ll bring to me won’t be the first thing that I thought of, but it will be better and more unified than what I had set out to do. The temp score that I put together for the film included songs by Simon & Garfunkel, the Rolling Stones, John Denver, Cat Stevens—all these male voices. It’s unfortunate that the people who had the luxury of introspection in the 1970s were all white men. All this great music came out of the 70s that fits this summery vibe, but Quinn just took all of it, put it through her brain and came out the other end with something so unified. The choral refrain that you mentioned was influenced by the Burt Bacharach soundtrack to “Butch Cassidy and the Sundance Kid,” which was a really big stylistic inspiration for Nate Hurtsellers and myself, as well as for Quinn, I think, musically. 

We used the Bacharach pieces over and over again in the soundtrack when we were editing, particularly from the barbershop quartet montage in “Butch Cassidy,” where they go to New York while on the run from the Bolivian authorities. That jumping-off point led to my favorite part of Quinn’s work, so I was like, “More of that choral stuff.” Having these super-strong, defiant female voices felt entirely in line with this movie. Then when we mixed the film at Skywalker Sound, that moment at the fireworks display became one of the loudest. It was now a moment of exaltation, and I don’t think that had been the case in the edit, at first. You could tell in the script, however, that watching the fireworks was going to be a big moment, but when we mixed it, that was when it became clear that this is the high point, up to this point, of the film. All of those different voices in harmony drove home this idea of everybody—Kelly, Ramona and Charin sitting with her toddler, Wally—coming together.

KO: There is a sense of strength in the voices but also a lot of tenderness. I think her music captures both of those things really well. There is vulnerability even in the most powerful songs.  

AT: So much of what I love about my favorite movies and my favorite music is that they have the potential for tragedy and melancholy, but are ultimately joyful, like “Fiddler on the Roof,” or that Cat Stevens song, “Cat’s in the Cradle.” It’s all so sad, but it somehow comes out so joyful. I think that’s kind of like “Saint Frances,” where the struggle is so exciting.

This is a joyous film in part because we’re always checking in with Bridget, who continuously finds the humor in painful moments.

KO: That was very intentional because my tastes tend to go towards things that mine both the tragedy and the comedy in everything. That just feels more real to me. Also knowing that the subject matter was going to be dealing with abortion, I was like, “I need this to be funny, because otherwise it’s going to seem like a message film, and those are such a drag. They just aren’t fun.” I start making jokes about the hard moments in my life because it’s a way to cope with them. I always knew that I wanted the film to be funny, so when the audience at SXSW was laughing, I was like, “Oh thank god.” When you’re laughing, you’re more open to feeling everything else. The fastest way to find a connection with people is through a genuine laugh, and especially laughs of recognition, which I think a lot of people will experience with this film. Bridget’s situation is one that many will find relatable.

Were there certain comedies that inspired you at a young age?

KO: My parents brought me up on major old school comedy like Abbott and Costello routines and “I Love Lucy,” along with musicals. Most recently, I loved “Lady Bird.” The tone of that film felt so right because it was instantly lovable and funny in a relatable, authentic way. I love Greta Gerwig so much, and the trajectory of her career is so inspiring to me, as someone who started out as an actor, and then was like, “Maybe one day, I’ll want to write and direct.”

AT: I loved it too. It was both funny and dramatic simultaneously in a way that felt very real.

KO: Also, Greta cast Laurie Metcalf and Tracy Letts, who are not only the best of the best, but also part of the Chicago theatre family. Watching “Lady Bird,” I finally believed that I could make this sort of film myself, and that I could cast people like Mary Beth Fisher and Fran Guinan, who are one hundred percent on Laurie and Tracy’s level. Getting to write roles for them and have them agree to go out to Starved Rock and pretend to be my parents for a day was a dream come true.

Ramona Edith Williams and Kelly O’Sullivan in Alex Thompson’s “Saint Frances.”

“Saint Frances” offers further proof that intimate theatre venues in Chicago like Red Orchid and Redtwist breed a sort of acting that is intrinsically cinematic.

KO: I think so too. A lot of the theaters I’ve performed in have fifty seats in them, so you don’t have to worry about being huge and theatrical. All you have to do is just try to be truthful. I once heard someone say that New York actors turn and speak out so that they can present themselves, whereas Chicago actors just want to talk to each other and be in the moment, and I think that translates really well on camera. You trust that the story will still be told even when an actor’s back is to the audience, so that it’s not so presentational. I did a production of “The Seagull” at the Goodman in which there was never any blocking. The director just told us to do it differently every night, which is similar to the process of making a film. Each time you’re doing a take, you’re trying not to replicate the take you did before. You’re just trying to be fresh every single time.

AT: I did theatre as an undergrad, but also from elementary school all the way up through college. So a lot of my first introductions to directing and acting were through theatre, but then that quickly segued to film. Most of the directors I love, like Sidney Lumet, started out in theatre.

From an editing standpoint, how did you [Alex] go about deciding when and when not to tighten certain moments, such as the scene where a frustrated Bridget pushes Frances a little too hard, causing her to fall out of her stroller? The choice to cut suddenly to the next scene memorably demonstrates the economy of the storytelling. 

AT: Well, I knew that there were a lot of scenes, and I think we cut about 20 minutes—or 20 pages and eight actors who gave great performances. We wanted to have momentum and movement as much as possible. It was a very dialogue-heavy film, so I took any opportunity to create movement and juxtapositions and communicate the character of Frances through the cuts. Kids are so reactive and they are so quick to process pain. They feel pain and then they seek reassurance immediately.

KO: And then they are laughing the next minute.

AT: I wish we included more of the scene following Frances’ fall from the stroller, where she’s in the bathroom getting her hands washed and putting on the bandages, because Ramona is kind of performing pain too.

KO: The way that kids do.

AT: For the most part, my choices in the editing room were about trying to keep things moving. Sometimes when you linger too long on a scene, you lose the benefit of having two unlike things next to each other, and then creating meaning from those two things through that juxtaposition. The faster that we can move from one scene to whatever is next, the more we are going to be thinking, ‘Oh, how does this relate?’

KO: And that, I think, applies so well to the two big plot points in the movie, which is the abortion and then taking care of somebody else’s kid. How can you keep pushing those things up against each other in a way that reflects the discomfort Bridget is feeling, as she’s going from the appointment to taking care of the kid the next day?

AT: What’s interesting is that the abortion doesn’t effect the nannying in an explicit way, so we wanted to ensure that the film’s inherent drama comes from their proximity to one another. One really great editing note is that when we were shooting the scene where Bridget sees the results of the pregnancy test, Kelly helped me see the importance of it not being another scene where she observes it, processes the feelings and then makes a decision.

KO: And then suffers over the decision. Instead, the decision is simply made.

AT: We cut a bunch of scenes where she’s with the pharmacist at J J Peppers, so that it just goes from her looking at the pregnancy test, cuts to her point of view, and then under that, you hear, “I’m not keeping it.” That economy of decision-making really communicates the ethos of the movie in regards to that particular trope of abortions being these traumatic, drawn-out decisions.

KO: My biggest fear was that it would become a movie about whether or not she will have the abortion, which I feel is so overdone, as opposed to having a protagonist who learns that she’s pregnant, and decides that she’s going to get an abortion. It really can be that fast of a decision. It doesn’t mean that a woman can’t have complicated feelings about it, but there can be a complete assurance of, “This is what I’m doing, and I know that it is the right thing to do.”

In this case, it’s the guy—Jace—who has more feelings to work through.

KO: Right, and then she’s like, “Oh my god, I have to deal with this guy having feelings about it!” Bridget doesn’t know how to be a good partner in that moment, because she isn’t ready to talk about it.

What was the challenge of making this film together, as a couple?

KO: It was hard because this was the first thing that I had written, and so I didn’t feel like I knew what I was doing. There were certainly moments where getting feedback was difficult because I hadn’t really gotten used to it. I’m used to taking notes as an actor, but it feels so much more personal when you are taking notes as a writer. We would spend all day shooting, and sometimes it would be really difficult, because when you are working with a small budget, you don’t necessarily get everything you want. Then Alex and I would come home and we’d still be together. We tried to have a rule where we wouldn’t talk about the film in bed, but inevitably, one of us would go, “Wait, do we have this thing secured for tomorrow?” So that was really hard, but I truly don’t think that I would’ve finished this script unless Alex hadn’t given me the thumbs up and said, “This is really good, you should keep writing it.” I’m not even sure if I ever asked, but I think we always assumed that you would be directing it.

AT: This is technically my first feature. It was always clear that Kelly’s script was really excellent, but when you are writing or doing your first anything—same with directing—someone can tell you that you are good at it, like a hundred times, but you are not going to remember any of them if the last thing you heard was criticism. It helped that Kelly and I both care so much about each other’s opinions, especially since she was not at monitor for this project. We were moving so quickly, and I would come home exhausted, saying, “Thank god we got through the day.” Then Kelly would come home wired and go, “Did we get the day?”

KO: Because I hadn’t seen any of it.

AT: We each needed reassurance from one another. I may dispute the idea that we never talked about me directing, because I think there were several times when I was like, “Are you sure that I am the right person?” Those were cries for help, essentially, where I’m pleading to have her tell me that I’m the right person. 

KO: I do feel like we were able to be really honest with each other. With a different director, I may have taken more of a backseat, or let myself be persuaded into certain things, whereas Alex interrogated the script in a way where everything that stayed I was able to stand behind. I trust him so much, and I just know he has good taste. I knew that he wouldn’t make it into a “message film,” I knew that we could rely on each other as collaborators and I know that he has a sense of humor. Those are really foundational things that make us work as a couple.

AT: Kelly also knows that my number one creative peer is Nate Hurtsellers—he shot “Brother Sister” and Brad Smith’s film “Our Father,” along with this—and she knew that the person I was turning to every day, even more than her, because of the proximity of actors and crew, was somebody who understood the mission of the film, which was to, “Keep it funny, keep it light, keep it right, and make sure the story is being told.” There would be days where Nate would need fifteen minutes to light. We’d come back in, and I’d almost be unable to read my script because it was so dark, but he knew what he was doing. He knew that if we could just get out of the way of this script, we would be good. 

Directors like Hal Ashby or Sidney Lumet really knew how to take a script and not impose drama or comedy on top of it. They just filmed the story that is there in a way that felt organic. I’m very lucky that Kelly not only trusted me with the story, but trusted the team that I wanted to bring onboard. It was a very familial set, and I mean that in the literal sense of family. It was all made up of, for the most, people whom I had worked with before or have always wanted to work with, and so it made every day much more enjoyable. I would say “Oh my god, are we doing this right?”, and James Choi would be like, “It’s amazing, don’t worry, how can you be worried?” Coming from the world of production, I’ve been on enough good sets and bad sets to know that it never needs to be stressful, ever. It never needs to get to the actors that you’re running behind. No crew member ever needs to be spoken to harshly. Sets can and should be fun and light and constructive.

Ramona Edith Williams and Alex Thompson on the set of “Saint Frances.” Photo by Corey Stein.

KO: It also helps having a six-year-old onset, because she was so fun. In between takes, it was really nice to be like, “Now let’s go play a game.”

AT: She and Max were so chill that they made everyone else feel more at ease. I really wanted to have behind-the-scenes footage over the end credits, kind of like in “Being There,” but I’m glad we decided against it.

That ending is so emotionally potent, you don’t want to be taken out of it. I liked being able to savor the feeling of those final moments as the credits rolled.

KO: I always knew that the film would end as it does, and there is something so comforting about having the film’s structure set from the beginning. It starts at the beginning of the summer, and then it ends at the start of school. There’s an impending finish line coming up throughout the entire movie, where you know that at the end of it, Frannie is going to school and she won’t be able to hang out with Bridget every day anymore. But it took a while to get to the exact conversation that occurs between them in that final moment. It is filmed so beautifully, and we scouted for that location for a really long time, ultimately choosing the one that felt the warmest and the friendliest.

AT: When Frances runs back toward Bridget, it feels like a continuation of the real emotion that has been earned. It doesn’t feel over-the-top or overplayed.

It feels organic because you never know when that sort of emotion will hit you in life.

AT: That last part was not in the first draft. Frances just walks away, and that’s it.

KO: People have different ways of saying “I love you,” like how Bridget’s dad tells her to get her oil changed. We realized that we needed a moment where Frances says “I love you” in her own way to Bridget. There were multiple people in the audience at SXSW who raised their hands at the Q&As and spoke about their experiences as nannies, having to deal with that feeling of loving a child so much and then letting them go. That does feel very real in the movie, and it’s something that I am super-proud of.

What was it like watching your film at its premiere?

KO: Honestly, I was too stressed to really enjoy it because in that environment, you’re listening to every laugh. Anytime somebody gets up to go to the bathroom, you’re like, “Oh no, do they hate it?” Then after that, in preparation to do the Q&As, we would come stand right outside the theater towards the end of the movie in order to hear people’s responses.

AT: I realized that when we went back in after not having watched the film, there was this risk that the audience would be on a different plane than we were. They had been crying, they were emotionally invested, and then we’d come in and be like, “Hey! How’re you all doing?” I liked us sitting in the wings, watching those last moments. It was kind of like a locker room speech in a weird way, psyching us up for going onstage. Since Ian, our producer, would always be there for every screening, we knew there would be someone present who was making sure that nothing went wrong while we went off and got wine or coffee and just putted around. It felt weirdly reverent, like walking into this quiet little tunnel, with Ian encouraging us along the way.

Were you informed ahead of time about the Audience Award?

KO: It was totally out of the blue. People don’t warn you.

AT: We were driving into town after most of the filmmakers had left, and Ian was in the backseat refreshing SXSW’s Twitter. That’s how we found out about the Audience Award, and it was really special because we had felt that level of appreciation during the Q&As. You don’t know how everybody else’s screenings are going, and I think I am prone to maybe being more generous with my responses. I loved everything I saw, so it was hard to be critical because it feels like we’re celebrating our new class of 2019. You just assume that everyone is having equally exciting audience reactions, so the award felt very validating and very surprising at the same time. Being from Chicago, we still felt very much like underdogs. We had never gotten used to the idea that we were in contention for anything. For the whole time, I felt like I was just happy to be there, and that meant I was every bit as excited to have a great barbecue meal as I was to go to the awards show, not knowing to prepare anything.

KO: I’m glad that we went in feeling that way. Ramona was there when Alex won the award for Breakthrough Voice. She came up with us onstage and said, “Thank you,” into the mic. It was so sweet. That prize combined with the Audience Award was simultaneously the biggest shock and the most icing that you could ever put on a cake.

“Saint Frances” will open the Chicago Critics Film Festival at 7pm on Friday, May 17th, at the Music Box Theatre. Click here for tickets and here to find the full festival line-up.

Matt Fagerholm

Matt Fagerholm is the former Literary Editor at and is a member of the Chicago Film Critics Association. 

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