Lily Rabe

Mastering the Stage, Screen and Everything in Between
The actress gets candid on her self-discipline, love life, motherhood, and directorial debut

By Simi Kaur Baidwan

“Playing it safe, has never really been very attractive to me”, actress Lily Rabe shares when reflecting on her dance, theater and acting background. “I love pushing myself. I love being just scared of something or not knowing how it’s possible to do something in the beginning. I don’t love to stay comfortable. I don’t think I’m my best when I am.  That probably has a bit to do also with just my spirit as a person, and my motor as a person.” She recently co-directed, produced and starred in Downtown Owl with a star-studded ensemble including Ed Harris, Vanessa Hudgens, Henry Golding, and Finn Wittrock. Based on the novel by Chuck Klosterman, Downtown Owl is set in the fictional town of Owl, North Dakota where the story follows the lives of three residents leading up to a whiteout blizzard. “I have always been attracted to intensity,” she says. “It’s so ingrained in me both, I think, physically, but also psychologically, and sort of in the way that I approach things.” However, Lily isn’t new to displaying powerful characters on camera and is known to bring her natural talent and that intensity to each role with sweet ease – whether it’s Ryan Murphy’s series American Horror Story, in David E. Kelley’s crime drama miniseries Love and Death on HBO MAX starring opposite Elizabeth Olsen, Bill Lawrence’s Shrinking for Apple TV+, HBO MAX’s psychological thriller The Undoing alongside Nicole Kidman, or George Clooney’s adaptation of the J.R. Moehringer memoir The Tender Bar played alongside Ben Affleck. In addition to the role of new director for her upcoming movie, Lily also seamlessly juggled being a mother on set once again. Lily and her partner, co-director and co-writer of Downtown Owl, Hamish Linklater, also welcomed their baby boy a few weeks before shooting the movie in Minnesota. Read on as AMAZING Magazine’s global correspondent chat with Lily about her dedication to motherhood and her career —two things she flawlessly maneuvers without breaking character.  

SKB: Do you mind walking me through your early years of growing up in New York and Connecticut? And maybe a little bit about your childhood?

LR: I was born in Manhattan on the Upper West Side. The first thing I did in terms of performing or sort of the arts was at around 3 years old. As my mother tells the story, we were walking by the broth and it was the Broadway Dance Center, and you know, they had those big, open, beautiful studio windows. You can see the dancers. I said, “I want to do that.” I think we marched up the stairs and asked if I could in enroll in a class. I was really in love with ballet. My mom and I would go; we had regular season tickets or subscriber tickets to New York City Ballet. Those memories of being at the ballet with her are so formative. I loved dance and I was really devoted to dance for so much of my youth. Then we moved out of the city; we moved to Westchester. Then we moved to really like kind of horse country, Connecticut. In the northwest corner of Connecticut, near the Berkshires. Anyways, I kept dancing and I loved it so much. I think looking back, it was a way for me to be on stage, to perform. I love the discipline of ballet. I loved the self-expression. I loved the artistry of it. It was like really my way in. I think you know both of my parents were artists and so art was around me all the time and creative people were around me all the time. Watching two people who loved what they did very ferociously. They [Lily’s parents] really made the choice to shelter my brothers and I from the business as much as they could. I mean, there’s no way to entirely shelter your kid from what you do. They wanted us to feel like we could do anything we wanted and pursue anything we wanted. So with dance when I was in high school and was teaching ballet at this summer art school and one of the teachers said, “Would you be interested? Do you want to do a monologue in the performance that we do?” At first, I didn’t but then I ended up doing it. I remember that it was a monologue from Crimes of the Heart. It was a Babe Monologue, and I ended up actually later playing Babe in New York years later. But I think that was that was a big shift for me, sort of acknowledging how much I was interested in acting. Then I started to audition for plays in high school. By the time I was applying to colleges, I was applying as a potential Theater and English double major.
SKB: When you’re in college, it all happens so quickly. People change their major 4, 5, 6 times. I think it’s rare to stick with your major actually.

LR: Yeah, that’s a really good point. I did stick with my major, though, because I did go in as a Theater major, and I think an English minor. Anyway, it’s all to say that, you know, ballet is something I think about all the time, and I still do feel like that was the nucleus of everything for me. I think also because my mother was an actor and my father was a writer - dance felt like a way into being an artist and being a performer that felt like it was something I could claim as my own. It was my own journey within the family. It did lead me to the stage ultimately. But you know still to this day, in every single job, on stage, on film - I do come back to the discipline of dance and that wonderful thing of just going to the bar every day. It’s the same for me with acting.

SKB: I had the pleasure of watching Downtown Owl a few days ago. Congratulations on the release by the way. Correct me if I’m wrong, you originally did the audiobook for this movie, like many years ago. Is that correct?

LR: That’s correct.

SKB: What is it about this story that stuck with you?

LR: I did the audiobook when I was doing off-Broadway Theater. I had asked my then-agent, “What can I do to make a little extra cash?” They said, “Would you be interested in doing audio books?”I ended up really loving it. This was one of the first ones I did and I did it with 2 other actors. It was just so specific and vivid to me, as I was spending that time with the novel, that it should be a movie. I felt also very personally connected to Chuck Klosterman’s sensibility in the novel. The lens through which he’s telling the story is something that just felt very accessible to me. I thought, ‘I understand this. I am pulled towards this and I see this. I can see this.‘ So that was the beginning of what was a very long road. The rights weren’t even…I tried to get them. They weren’t even available at the time. I wrote to him [Chuck Klosterman] just saying how much I loved it and sort of wished him well and let him know how I felt about it. Then a couple of years later, he reached out to me and said that the rights had become available. He’d been following my career. He really wanted me to play the part. At that point, I was only pursuing it as an actor. I was kind of hoping someone else would make a movie and cast me in it so I could have a part. But then, when he wrote me back a couple of years later, it really did feel like one of those moments of opportunity that you can kind of be brave or not. I wanted to try and seize the opportunity of then trying to push the boulder up a hill and help get the story told. It was incremental because at first - I was just a voice reading the story, then I wanted to play the part. Then, when he reached out about the rights, it was sort of my first experience with what it would be to produce something. Then it was years later, Hamish and I live together and have a bunch of kids together and he’s an incredible writer. I kept thinking, “Gosh, he’s the perfect writer for this, but if he’s writing this, who will watch the children?” But then, I eventually got up the nerve to have the conversation and he sort of said, “Look, yeah, I’ve been waiting for you to ask me”.  He wrote the adaptation so quickly and it was really amazing, because, of course, we talked about it. He sort of metabolized the book in the same way that I did. So the adaptation was exactly what I wanted but better. Then we started going out to directors and it wasn’t until we had some initial meetings. And you know, it’s amazing to kind of witness the other person talking about something they love and when you have a little bit of distance and a little bit of objectivity, you think “Gosh! You should just direct it!” So I think we were both having that experience of me.

SKB: This was Hamish?
 
LR: The two of us were having a kind of mutual experience watching the other one talk about the film and what it should be like and I think we both were sort of wanting to whisper into the other one’s ear, “Why don’t you direct it? No, why don’t you direct it?” Eventually we said it out loud and decided to do it together.

SKB: That’s amazing. What has your experience been like working with your partner, Hamish?
 
LR: We got to know one another while working together. We were doing Shakespeare in the Park. We were doing Merchant of Venice. He was playing Bassanio; I was playing Portia. While we had met previously, that was really how I got to know him well. How we first became friends was as co-workers and collaborators. There was just an immediate shorthand that I find as an artist along the way - there are people that you work with, whether it’s another actor or director, or a producer, or a DP, and you just have this kind of lightning-in-a-bottle feeling of, “this person is a creative, kindred spirit. I need to work with this person as many times as I can in my lifetime.” I felt that so much with him. He is an incredibly brave artist. He’s a wild man. As an actor, he’s one of the most fearless actors I’ve ever been on stage with and then later been on film with. But the other thing that I loved so much was his honesty with me. Because you know, it’s hard. People so often don’t want to hear the truth or hear anything other than “it’s perfect, it’s great”. I’m always interested in the other side of things and the conversation. I love direction. I love having my ideas challenged, and being pushed harder and further by people that I trust, and people that I respect. I think we also had that as co-actors almost immediately. Where, you know, even if something was working, he would have an idea, “What if you tried this?”, or I would have an idea for him. We really trusted one another. We like the same things. We think the same things are funny. A lot of the same things that make me cry, also make us cry. We’re moved by the same things in every direction. We ended up working together a lot. It’s amazing how we started to generate things and have continued to generate things that would bring us together creatively. We also often are just cast opposite one another. Before we were together and then continuing on. I have had the experience couple of times where we’ve both been cast in something and then later you show up on set and they say, “Wait you both?” “You’re together?” They didn’t even know! It’s happened enough times where they couldn’t all be talking and playing the same trick. So I think that is something that is a gift and we are leaning in.

SKB: And it sounds like the universe is working in your favor?
 
LR: Yes, we have the wind at our backs in this particular department absolutely, and have continued to. But definitely co-directing your first movie, It was a massive risk to take in every possible way. We also at that time - I had just given birth to our third child together. The baby was only weeks old when we started rolling camera.So it could have gone very badly for our relationship. We were playing in terms sort of high-risk gambling but that part of it was just bliss! It was also because I’m in so much of the movie, I couldn’t be everywhere at once, as much as I wanted to be. I tried to be. But in those moments when we didn’t have time to watch playback or whatever it was, I knew that our collective vision was still being protected by him and taken care of by him. Co-directing is something that we would definitely do again. We could have made it through and said, “Well, let’s just not do that again”.

SKB: Yeah, it’s a gamble.

LR: Well, we didn’t feel that way at all. We felt quite the opposite. The thing about directing together as opposed to acting together - is just the time that it takes to do a proper movie, shoot it, and edit it. And when we’re both doing it because we do have the children. I think the way you have to make decisions about the projects that you’re going to do as an actor - the stakes go up. But then the stakes are even higher when your co-directing simply because of the of the time that it takes us both away on the same schedule. But we will find the things that feel like we can’t walk away from them and then that’ll be what we try to do.

SKB: Speaking of being a new mother and having your little infant on set - I saw a photo of you breastfeeding your child while on the set of Downtown Owl. How did you manage it all being a new mother?
 
LR: Well, I think you know, the answer to the question is that I just keep asking questions as each new thing comes up. It’s a new challenge. And you think, “How will we do this one? How will we do this one? How will we do this one?”
The baby I had on set with me on Downtown Owl was the third baby I’d had on set. My other two babies I had on set with me as an actor were at different times. I worked through my pregnancies. I’ve breastfed in a lot of places and in so many costumes.

SKB: That’s wonderful. I just don’t see that a lot and this is as real as it gets. The baby has to eat first and then you carry on working.

LR: That’s right. It’s important to me as an actor, too, especially because there is a way to just keep everything moving. You just are in dialogue with the AD and you know and you time it [breastfeeding] to when they’re [the baby] turning around, you know you try. It’s like a dance. There’s always that kind of adjustment period. In the beginning, there is always this kind of [pause] but then you get into a rhythm because the thing that’s consistent is how often the baby needs to eat. So, there’s a way to just keep it all going and it’s just about finding costumes that have, however strange it might be to get in there. You just want easy access. [laughing]
But with directing, we had 20 days to shoot so we couldn’t lose a moment. We were always trying to mine time out of nothing. It was my third baby and he was right there. We didn’t have trailer. We were in like honey wagons or in the back room of a house or whatever it was. The movie was small and but with babies, even though he was a big baby, they’re really small. They’re really flexible. We were always able to just keep moving and my baby was just there and a part of it and sort of a part of the heartbeat of the thing for me. Also what I loved so much about directing is that you don’t stop. You don’t have to. You don’t have to stop to go as I did as an actor – I have to run to the trailer and change my costume, or whatever it was. I always got to keep moving. I think that in a way the fact that I had this infant with me it just became a part of the forward motion of the thing. It was like having this wonderful companion with me through all of it and through the editing process too. The baby was with me all the time through the editing process. It’s like “best laid plans” or whatever all the expressions are about trying to sort of plan everything. It all just happened at the same time and we needed to shoot when we needed to shoot.


SKB: It was shot in Minnesota during the winter months, right?
 
LR: Yes, and we were so worried about those spring buds popping up on the trees. It was certainly a lot. It’s interesting, Minnesota it’s not as flat as one might think. We had to find “the flat”, but we did. You know there’s something I love so much about the book and about the landscape. The expanse and the flatness of the Midwest. There’s something so vast about it. But there’s also something quite claustrophobic about it because….

SKB: ...Because there’s no one. It’s so vast but there is no one.

LR: So that duality, that is something that I was so compelled by and that we wanted to shoot and have in the film. So sometimes we just had to drive a little bit further to find that sort of flatness that talks back to you. In such a great way, but we found it.


SKB: The other thing that struck me the most about this movie was the brilliant casting. Do you mind walking me through casting Ed Harris, Vanessa Hudgens and Finn Wittrock?
 
LR: Each person, there’s a story to accompany it. Ed was someone whom I had met one time for maybe two times. I didn’t know him at all. I think he’s one of the greatest actors that has ever lived; there’s just no one like him. Once we imagined him as Boris it was very hard to imagine anyone else. We sent him the script directly, he said yes very quickly. That was an amazing moment, because when he wrote back it wasn’t wishy washy. He just wrote back that he was in and that we would figure it out. Working with Ed was incredibly profound for me. Also, Ed has directed himself so often. I had this incredible resource in him to talk about that as I was going through it. Also, even if we weren’t talking about it, just to feel that companionship. Acting opposite him, directing him - no matter what I do in the rest of my career that will be at the very height of the list. The height of things in terms of joy. Finn Wittrock is someone who Hamish babysat; they grew up together. They’ve known each other all of Finn’s life. Then, independently, I had worked with Finn on American Horror Story and we all did this indie together at one point. He’s one of our closest friends. Vanessa [Hudgens] I met when we talked to her about playing the part. I’ve never met her before. She loved the script. She loved and understood that character in such a particular way. I’m so grateful to her for her performance. I think it’s unlike anything she’s done before. She is absolutely fearless, too. I will say that that’s something about every single actor, even though they all had their unique ways of approach. That’s what I love so much about actors, is no two actors approach material in the same exact way or have the same process. I loved with Hamish tailoring the way that we would direct the actors to the actor and yet it was all quite seamless because they all had a kind of fearlessness. That was something that the movie needed and it made it so wonderful to be their team partner and to direct them because everyone was so game and curious and present. And listen, you’re shooting in freezing Minnesota and it’s cold. There aren’t glamorous trailers to go into and everyone was just so…happy isn’t the word. They were just so eager every day, and seemed really thrilled to be there.

SKB: I’m sure that’s helpful to you as a director.

LR: I would work with every single cast member again and again if I could. It was also so thrilling casting the teenagers. One of them – August [Blanco Rosenstein]. I went to Northwestern and I wrote to one of the acting teachers. I wrote to her and said, “You know this is what we’re looking for in case you have someone”. We really wanted to kind of make a discovery with Mitch. We were getting all these wonderful submissions from agencies of people who’ve worked so much. But, we really wanted to find someone if we could, who hadn’t and she said, “There’s this guy, August”.  He made a tape. We knew the moment we saw his first tape that it was him. Then, with the local high school students that we cast, Arden [Michalec] gave the most amazing audition and we actually had it budgeted that we could have hired someone. They budget it so certain characters you have to cast locally, some that you can - you can cast and fly in. We had the budget to fly someone in, but we fell so in love with her, and her audition was a revelation for me. She had something about Tina that I couldn’t articulate but then I just saw it and sort of gifted something about Tina to us that we didn’t even know until we saw it in her audition. Then passing someone like Jack Dylan Grazer, who is a phenom and has worked so much and will work for the rest of his life because he’s unbelievable, and he’s so brave and so funny, and so alive and so present. Every single take is so different, and he’s constantly finding new things, and he’s just riveting. But working with them, it was just really profound and wonderful.

SKB: Do you mind telling us anything about your future projects, or any future directing projects?

LR: What I can say is we’re working on all sorts of projects together in different capacities. There are some that Hamish is adapting that I would act in. There are some that I wouldn’t be acting in - that we would just produce. There are some that we might direct together, but we just can’t seem to stop. The only thing we have to try and figure out is sometimes, when you know its 11 P.M. and we put the kids to bed and we’re still going. We sort of look at each other, “Should we have a code word that we can’t talk about, you know, to shut it off?”, but I don’t know how to shut it off. He doesn’t really either. We both were raised around artist, by artists, and it’s our lifeblood. I’m not a very good compartmentalizer. I think that expression “Don’t bring your work home”. We sort of live by the opposite of whatever that is.

SKB: Yeah, because it sounds like that quote doesn’t work for you, and it doesn’t have to…

LR: It doesn’t work for us and I don’t aspire to it either. And you know, for my children - when I think about my childhood with artists and I know that Hamish feels the same. While I didn’t really have much of an idea of what they [my parents] did when I was little, I knew that they loved what they did. I knew that it lit them up. I knew that it put color in their cheeks. I want the same for them [my children] with whatever it is that they pursue. So, I hope that that’s the energy that is in the household when we’re talking about things.

SKB: Do you think your kids are aware - that mommy and daddy they’re actors? Or they’re in this business?

LR: Certainly, my oldest one. She has a sense of it. I think what she really sees is that we work together often and that we really love what we do and that we get excited by it. The little ones - I don’t really think they know, but I guess later they will be. There is that my baby, no matter what he was essentially just born. He will always be the same age as Downtown Owl or Downtown Owl will always be the same age as he is.

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Leslie Bibb