Michelle Williams doesn’t quite know how to describe it.
There’s just this thing that comes over her when she’s on a movie set, granting her a transportive ability to shape-shift and access untapped reservoirs of emotion somewhere between the time a director yells “action” and “cut.”
“Everything opens up,” she says. “And I’ve found that the more I practice acting, the better I can navigate this kind of dream space. It’s a space where you don’t really exist. There’s no beginning, there’s no end. You’re in your unconscious.”
Whatever she’s tapping into, it seems to be working. It enabled her to plumb the depths of despair as the grieving mother in “Manchester by the Sea,” and summit the heights of absurdity as the Goop-ified cosmetics CEO in “I Feel Pretty.” And it’s on display in every frame of her newest film, “Showing Up,” a low-budget drama in which Williams channels a tightly wound artist named Lizzie, who is roiling with resentment and frustration while waiting for the muse to appear.
“She’s game for anything. That’s the main thing. That’s what makes it fun,” says Kelly Reichardt, the director of “Showing Up,” and Williams’ most frequent collaborator.
The two are heading to the Cannes Film Festival, where “Showing Up” will debut as one of the only female-directed movies this year to play in competition.
Over the course of Williams’ career, Reichardt is the one filmmaker who has proved to be the most adept at accessing the magic of Michelle. Having worked together for the past 15 years on four movies, Williams and Reichardt have partnered to bring a series of neorealist looks at American life to the screen. There’s “Wendy and Lucy” with Williams as a down-on-her-luck woman desperately trying to find her lost dog; “Meeks Cutoff ” with the actress portraying a flinty pioneer woman on a wagon train to nowhere; and “Certain Women,” in which she embodies a yuppie exploiting a senile local. In all of Williams and Reichardt’s work, there’s a constant thrum of economic anxiety, one that seems particularly resonant in an era of rising prices, stagnant wages and an ever-widening expanse between haves and have nots.
“I like an underdog,” says Reichardt. “If you’re focused on the minutiae of day-to-day stuff, which my films do, you get into the nitty-gritty. You’re thinking about how to pay the rent or pay the bills. Those struggles are easily relatable.”
That financial precariousness is also familiar to indie directors like Reichardt. Despite being hailed as a major auteur, she has rarely commanded budgets of more than $2 million, a pittance in Hollywood, and has sometimes had to endure long stretches between films while scrambling for financing.
“Am I going to regret saying this?” Williams asks at one point during her Variety interview at a nearly deserted Indian restaurant in Brooklyn a few blocks from her home. “Kelly spent a lot of time on [friends’] couches. Even as a revered filmmaker, she teaches [at Bard College] to supplement her filmmaking. Because she makes films infrequently, she doesn’t have health insurance through the DGA. So, she has a theater named after her at the Sorbonne, but she has to teach to get health insurance.”
Williams is quick to note that Reichardt loves teaching, but the point still stands. Art-house filmmaking isn’t going to make anybody rich. In fact, “Showing Up” was notable for having a few more creature comforts than some of Reichardt’s other films. “Michelle told me this was the first time they had a hair-and-makeup trailer,” says co-star Hong Chau. “It was a big deal.”
Despite the hardships, Reichardt and “Showing Up” are about to have their profile raised significantly by the film’s Cannes screening. The director is also due to receive the Carrosse d’Or award at the festival in recognition of her career; it’s a prize that has previously been bestowed upon the likes of Agnes Varda and Martin Scorsese. Cannes will also kick off an eventful 2022 for Williams, one that will see her not only reunite with Reichardt but will include her first collaboration with Steven Spielberg, who tapped the actress to play his mother in his upcoming semi-autobiographical film, “The Fabelmans.”
“We were sitting around the house in COVID, with one day looking a lot like the next, and my phone beeped, and I had a message that Steven wanted to talk to me,” Williams remembers, her eyes welling up with tears. “I couldn’t comprehend that he might want to work with me. I thought he had a question or something. Then he got on the Zoom and told me that he wanted me to play this person, his mama.”
It felt like the culmination of something that she had long been working toward, Williams says. Growing up in a small town in Montana, her first exposure to the movies came with watching Spielberg films like “Empire of the Sun.” As she matured, the idea that one day they might collaborate continued to motivate her.
“I’ve been doing this since I was 12,” Williams says. “My first agent was also an undertaker. I’ve had a lot of different experiences in this profession, but this felt like the ultimate.”
Working on “The Fabelmans” came with an added sense of responsibility, because it is so personal to Spielberg. The film follows a movie-loving kid, growing up in Arizona, charting both his big ambitions and the emotional devastation that accompanies his parents’ divorce. Williams stars alongside Paul Dano as Spielberg’s father, with Seth Rogen as his beloved uncle. Tony Kushner, the “Angels in America” playwright who has worked with the director on “Lincoln” and “West Side Story,” is penning the script.
“It’s funny, it’s sad, it’s kind of everything,” Williams says. “It’s the muchness of life. We’re trying to reflect all of that.”
“The Fabelmans” hits theaters in the fall, roughly the same time that the 41-year-old Williams and her husband, “Fosse/Verdon” director Thomas Kail, will be expecting a new addition to their family. It will be Williams’ second child with Kail. The couple have a son, Hart, who is almost 2, and Williams has a 16-year-old daughter, Matilda, from her relationship with the late actor Heath Ledger.
“It’s totally joyous,” Williams says. “As the years go on, you sort of wonder what they might hold for you or not hold for you. It’s exciting to discover that something you want again and again is available one more time. That good fortune is not lost on me or my family.”
Williams gave birth to Hart during lockdown, and she says that raising a young child has helped to put all the dark headlines from the pandemic era in perspective.
“It was a reminder that life goes on,” she says. “The world we brought a baby into is not the world we thought we were bringing a baby into, but the baby is ignorant of that. He experiences the unmitigated joy of discovery and the happiness of a loving home.”
Before COVID changed daily life, Williams was juggling several projects. She was planning to return to Broadway — where she has already appeared in a revival of “Cabaret” and in the drama “Blackbird” — with “Mary Jane.” The Amy Herzog play, about a woman and her chronically ill son, had an acclaimed run Off-Broadway in 2017, where Williams first saw it and became obsessed. On screen, she had been slated to star as Janis Joplin but revealed that the film has yet to secure financing, and to appear in Todd Haynes’ biopic about the singer Peggy Lee. “It’s gone the way of the buffalo, I’m afraid,” Williams says. “But if anyone reading this story would like to resurrect it, Todd and I are on board for that.”
That means that Williams will take a break until the baby is born.
“I got nothing,” she says. “I wondered if I could work while I was pregnant, but I’m too tired.”
Though much of the drama in Reichardt’s films hinges on dollars and cents, Williams says getting rich was never something that she thought much about. The kinds of stories she was attracted to weren’t blockbusters or franchise fare. Instead, she blazed a path through indies, working with the likes of Charlie Kaufman and Wim Wenders as well as Reichardt.
“Like most women, I always had a very uneasy relationship with money,” she says. “It was never a motivating factor for me. My deepest desire was to contribute artistically to a way of working and to a kind of work, and I never had any illusions that would have big dollars attached to it.”
Given that, it was surprising when Williams found herself, in 2018, a very public face of the gender pay gap after it was revealed that she earned an $80 per diem for reshoots on “All the Money in the World,” while her co-star Mark Wahlberg received $1.5 million. The issue arose after the cast reassembled to replace disgraced actor Kevin Spacey with Christopher Plummer. In the wake of the furor, Williams found herself at a crossroads.
“I grew up a lot in that moment, because doing anything in public is very difficult for me,” she says. “But I felt like I was getting a clear message that I needed to stand up and deliver. I needed to ask myself, can I be a big enough, strong enough and mature enough person to see the opportunity in front of me and take it?”
So, Williams threw herself into the arena. She talked to activists in the field, such as Mónica Ramírez, co-founder of the National Farmworker Women’s Alliance and head of the National Latina Equal Pay Day campaign, to learn more about the problems of pay inequity. What she came to realize was that she needed to broaden her ideas about the value of money.
“I saw that it’s not just about a strict dollar amount,” she says. “It’s about self-worth. It’s about establishing a market value for something. And it’s up to all of us to say this is the right amount, the fair amount.”
Armed with this knowledge, Williams spoke out from the front-lines, using her acceptance speech at the 2019 Emmys when she won for “Fosse/Verdon” to remind Hollywood that “The next time a woman, and especially a woman of color … tells you what she needs in order to do her job, listen to her.”
Her colleagues in the entertainment industry took note. “It was badass,” says Amy Schumer, who appeared with Williams in “I Feel Pretty.” “By doing that, she took away the excuse for anyone else not to be transparent about their pay. That helped a lot of people.”
During that time, Williams also traveled to Capitol Hill, joining Speaker of the House Nancy Pelosi in support of the Paycheck Fairness Act, legislation that aims to close the wage gap. It was there that Pelosi helped Williams better grasp the role she had played in shining a spotlight on a problem that extended far beyond Hollywood.
“It’s too hard to understand the difference between $10 an hour and $12.90 an hour,” Williams says Pelosi told her. “But when you can talk about $80 a day versus a million and a half dollars, it illuminates the gap that we all experience. It makes it understandable.”
Williams takes a similar approach to her work as she does to her activism, overpreparing so she can be ready for anything when the cameras start rolling. She tries to familiarize herself as much as possible with the details of the lives of the characters she inhabits.
“When Michelle is on screen, I don’t know what it is exactly, but she transmutes herself,” says Kenneth Lonergan, the writer and director of “Manchester by the Sea.” “You’ve written this part and then a performer of great sensitivity like Michelle comes and embodies it. It’s so surprising and, frankly, gratifying.”
On “Showing Up,” she shadowed Cynthia Lahti, the Portland artist whose ceramic sculptures influenced the work that Lizzie produces in the film. For “The Fabelmans,” she asked Spielberg’s team to load up an iPad of the family’s home movies, photos and recordings and listened to them religiously to get a better sense of his mother’s voice and bearing.
In the case of “Blue Valentine,” the 2010 drama that earned her the second of four Oscar nominations, Williams and co-star Ryan Gosling spent a month playing house to create a backstory they could access when they needed to dramatize the dissolution of their characters’ marriage. One day they would pretend it was Christmas morning, spending time setting up a tree and wrapping presents. Another day would be consumed with errands, running to the grocery store or doing dishes.
“I don’t know many actors who’d commit themselves so thoroughly to what they’re doing,” says Derek Cianfrance, the film’s writer and director. “Michelle created an entire life. She became the co-writer of her character.”
Even “Venom,” a rare foray into big-budget entertainment that finds Williams as the title character’s estranged girlfriend, presented challenges. Sequel “Venom: Let There Be Carnage,” for instance, includes a scene where she is possessed by an alien symbiote. “Pretending that a monster is getting into your body and then taking over and leaving your body, that’s hard,” she says. “I want to keep growing, and ‘Venom’ is an important step in my growth.”
Friends and colleagues describe Williams as an autodidact. She’s always recommending books of poetry or music and she has an insatiable desire to learn. It comes, she suggests, from the fact that she lacks a formal education. Williams never graduated from high school. She got her high school diploma from a correspondence school at 15 and became emancipated from her parents to get more roles in television and movies; the logic was it would make her more attractive to casting agents if they knew she wouldn’t need on-set tutoring and could work longer hours. But it left her feeling inadequate.
“I’m a dumb-dumb,” she says at one point, despite abundant evidence to the contrary. Perhaps it’s a desire to overcompensate, but Williams is a relentless student when it comes to her chosen profession. She works with movement and dialect coaches, reads about the craft and audits acting classes. On the day of her interview with Variety, she’s bracing herself to take the red-eye to London where she’s going to see a performance of “Five Characters in Search of a Good Night’s Sleep,” which is directed by Mike Alfreds, one of her teachers.
“There’s so many holes in my education,” Williams says. “I just feel like I have so much ground to make up.”
But she’s also had a difficult education about the dangers of the media — first from the paparazzi frenzy that greeted her relationship with Ledger and later from the tabloid throngs that descended when he died of an accidental prescription drug overdose in 2008. The couple had split at the time. Williams saw another, more recent example of the sting that the media can deliver and it’s left her on guard.
A week after that first interview, Williams calls back. She’s worried that when she talked about acting, she came across as too self-serious. She’s aware of what happened to her friend Jeremy Strong when he talked about his intense process in a December profile in the New Yorker. That piece was brutal in its depiction of the “Succession” star as overly intense, pretentious and so committed to his Method approach that he once asked to be tear-gassed for a scene in “Trial of the Chicago 7.” Among other transgressions, it faulted Strong for once bankrupting the Yale theater club in order to throw a party for Al Pacino, an idol when he was a student.
Its portrait, Williams says, is far removed from the Strong she knows and loves, a person she first met while acting at the 2004 Williamstown Theatre Festival. After Ledger died, Strong moved into Williams’ home, along with her sister and another friend. There, he would spend hours letting Williams and Ledger’s daughter Matilda ride on his back, pretending that he was a pony.
“Jeremy was serious enough to hold the weight of a child’s broken heart and sensitive enough to understand how to approach her through play and games and silliness,” Williams says, adding, “[Matilda] didn’t grow up with her father, but she grew up with her Jeremy and we were changed by his ability to play as though his life depended upon it, because hers did.”
The blowback that Strong received after the New Yorker article was hard to witness, Williams says, and the piece was even more difficult to read.
“We’ve all been in awe of his talent,” says Williams. “We’ve watched him work harder than anyone and wait a long time for other people to recognize it. So when he became so celebrated, we all celebrated.”
It was Todd Haynes who first recommended Williams to Reichardt when Reichardt was trying to get “Wendy and Lucy” off the ground. Williams, in turn, had seen “Old Joy,” Reichardt’s previous film and had written her a fan letter, telling her that she’d love to work with her at some point. The timing was right: in the wake of Williams’ Oscar nomination for “Brokeback Mountain,” a film that had so elevated her status in Hollywood that Williams felt she needed to choose the path she wanted to take artistically.
“It was 15 years ago,” Williams recalls. “I was 25. My life was different. My career was different. I didn’t have a ton of movies behind me. And this opportunity came about, and it just felt like it was the essence of the kind of work I wanted to make.”
“Wendy and Lucy” was put together on a shoestring budget of just a couple of hundred thousand dollars, much of it borrowed from friends. The production crew pooled their frequent-flier miles to bring Williams, her young daughter and nanny out to Portland, and they found a place for the actress and her family to stay — the guesthouse of a wealthy industrialist who also happened to be the family friend of one of the producers. Williams wore her own sweater in the movie, and filming was such a low-budget affair that Reichardt didn’t even have a monitor on the set. But something just clicked.
“Acting to me is very mysterious,” Reichardt says. “But there we were on the first day of shooting and in the first set-up in a grocery store, and I gave her this little note. And Michelle just recalibrated her performance perfectly. She comes to the filmmaking.”
Williams and Reichardt reunite every few years for another slice-of-life drama, but most of their relationship is rooted on film sets. When they aren’t working on a movie, they don’t call each other frequently. Williams lives in New York, Reichardt spends much of her time in Oregon or at Bard College in Annandale-on-Hudson, more than two hours north of New York City.
“Our paths don’t really cross in day-to-day life,” says Williams. “But whenever she asks me to do something, the answer is always yes.”
In its examination of the art of making art, “Showing Up” feels like one of the most self-reflective of Reichardt’s films. It follows Lizzie, who works part time as an administrative assistant at an art school as she attempts to prepare for a gallery opening. She finds herself increasingly distracted as she tries to concentrate on finishing her sculptures. These interruptions range from the mundane (a broken water heater leaves her in need of a hot shower) to the serious (her mentally ill brother is deteriorating) to the outlandish (Lizzie’s cat mauls a pigeon, who she now is tasked with nursing back to health). It’s the kind of push and pull you sense Reichardt and Williams have felt over the course of their careers.
“My interest was in showing the process of making work — work that might not even get seen, but work that someone has this desire or need or compulsion to create,” says Reichardt. “And it’s about the different things that conspire to prevent you from sitting down and actually working.”
On “Showing Up,” that process of creation could be contentious, at times. Both women say they appreciate that their relationship has grown to the point that they don’t need to tiptoe around each other or bother with niceties.
“Kelly and I fight,” says Williams. “That’s not something that I do with anybody else that I work with. But we love each other enough to do that. We’re in a marriage, and in a long relationship you’re going to have differences of opinion.”
But Williams won’t say what they clashed over on “Showing Up.” That, she insists, is private.
“I can’t tell you that,” she demurs, before pausing a moment. “But I can tell you this — I was right.”
Styling: Kate Young/The Wall Group; Makeup: Angela Levin/The Wall Group; Hair: Rebekah Forecast/Tracey Mattingly; Look 1 (white dress): Dress: Sleeper; Shoes: Paris Texas; Rings: Katkim and Melissa Kaye; Look 2 (sequin dress): Dress: The Vampire’s Wife; Shoes: Gianvito Rossi; Tights: Wolford; Rings: Briony Raymond and Melissa Kaye