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Directors Nat Faxon And Jim Rash Discuss The Groundlings Union And “Authentic” Approach To ‘Downhill’

Filmmakers Nat Faxon and Jim Rash made a splash with their coming of age story The Way Way Back, and seven years later the Oscar winners (for The Descendants screenplay) are back with their sophomore effort Downhill. Headlined by Julia Louis-Dreyfus and Will Ferrell, Downhill is a remake of the critically acclaimed feature Force Majeure. During our sit down interview, Faxon and Rash talked about how their work at The Groundlings solidified their friendship and creative union.


Alex MacQueen, Miranda Otto, Julia Louis-Dreyfus and Will Ferrell in the film DOWNHILL. Photo by Jaap Buitendijk. © 2020 Twentieth Century Fox Film Corporation All Rights Reserved. Photo: Jaap Buitendijk

Though Downhill is a remake of Force Majeure, it’s refreshing to know that this film is its own beast.

Jim Rash: From the very beginning something, we wanted to make sure we were doing our version of it. We were taking something that the original filmmaker Ruben Östlund was interested in (and then exploring) what is the American version of this without losing the spirit and the bones (of the story). We wanted to, especially with our cast, see what that take might be.

Director Jim Rash, Zach Woods, Director Nat Faxon, Chairman Searchlight Pictures Nancy Utley, Zoe Chao, Will Ferrell, Julia Louis-Dreyfus, Producer Stefani Azpiazu, Ammon Jacon Ford, Producer Anthony Bregman, Julian Grey and Giulio Berruti attend Searchlight Pictures New York Premiere of Downhill at SVA Theater on February 2, 2020, in New York, NY. Todd Williamson/January Images

You have two comedic actors headlining your film, and though this film has its humorous moments, the narrative is rooted in drama.

Nat Faxon: That was the objective from the start, when we sat down with Julia, Will and Searchlight. We all were on the same page as far as wanting to ground this movie, wanting it to feel honest and authentic and like a real relationship and really let the comedy sort of be borne out of the drama and the tragic circumstances that this couple is going through. That is what we are most drawn to, and it feels the most identifiable to us and relatable as far as our lives. 

Jim’s constantly crying. I’m constantly laughing and it felt like a good balance. 

Jim Rash: If you’re doing both of those in one day, hopefully it’s not two people doing the individual acts but each one gets a chance at laughing and crying, that’s a good day. (laughs)

Nat Faxon: But even with Force Majeure and (Downhill), there’s a play like quality to this, so you’re really examining characters in these movies. They quite literally have a play where there are these people in a living room in a hotel suite going at it in front of relative strangers, at least in our version. Just in that, there is this wonderful sense of watching two people have an incident happen to them and question just the basic nature of their partnership and who they are within that. So I think driving it from a place of drama and then gifting us with moments that are either generous laughter or nervous laughter, just to ease your anxiety of watching something that is very familiar to us.

Zach Woods and Zoë Chao in the film DOWNHILL. Photo by Jaap Buitendijk. © 2020 Twentieth Century Fox Film Corporation All Rights Reserved. Credit: Jaap Buitendijk

Can you talk about that extended sequence in the hotel room where Billie (Julia Louis-Dreyfus) and Pete (Will Ferrell) are verbally sparring in front of Zach (Zach Woods) and Rosie (Zoë Chao)? That must have been a challenge to shoot.

Nat Faxon: Like Jim said, we approached it almost as if we were doing theater. We had three days to shoot it. We did not break the scene up into chunks. We shot it all as one big, 11 page scene. 

Jim Rash: Just over and over again.

Nat Faxon: What that allowed for was just the actors to really settle into the scene, to become more comfortable to find nuances and subtleties that would rise to the surface from take to take. We just wanted that awkwardness, that uncomfortable feeling to really permeate throughout the scene and let the audience almost be represented by Zach and Zoe as they are watching this terrible argument unfold and to have each moment be elevated and build off the last one. 

When (Julia Louis-Dreyfus) brings the kids out, and when he says give her a round of applause, to the final kind of verbal punch to him – we just wanted to build and heighten as much as we could throughout the scene. It’s really a credit to the four actors in that scene because often times we would just be sitting by the monitor excited with our jaws dropping at the level of acting that was going on.

Nat Faxon & Jim Rash. Four Seasons Hotel, Beverly Hills. (January 11, 2020)

What happens when you both disagree on a creative idea or a scene, especially when you’re not seeing eye to eye?

Jim Rash: He’s already making a face, because there is no collaboration. 

Nat Faxon: It’s me saying ‘Okay Jim, we’ll do it your way again.’ 

Jim Rash: That’s what happens when smart points keep coming out of my mouth. (Nat Faxon laughs)

Nat Faxon: You’re getting a glimpse into our relationship. We met at the Groundlings Theatre here in L.A. over 20 years ago. We’ve known each other for quite a long time. We were friends before this all began. So there is a shorthand that exists and a lot of our relationship is sort of rooted in the tenets and foundation of improv as far as listening to each other. 

It’s a collaborative relationship and we trust each other and we have patience with each other. There are certain moments when we disagree but we try to shield everybody else from those moments 

Jim Rash: Or let someone else take lead . . .

Nat Faxon: We share a lot of the same taste and sensibility. We like this type of balance between comedy and drama. If one of us feels strongly about something, we allow the other to have that and to try different things.

Jim Rash: And the other one say ‘I told you so’ if they fail.

Nat Faxon: Amazingly, we don’t get into these huge spats or have varying distances.

Julia Louis-Dreyfus, Will Ferrell and directors Nat Faxon and Jim Rash on the set of DOWNHILL. Photo by Jaap Buitendijk. © 2020 Twentieth Century Fox Film Corporation All Rights Reserved. Photo: Jaap Buitendijk

So there is zero ego . . . 

Jim Rash: No, and also coming from being actors ourselves that also (helps with) working with our cast with everyone being heard and letting people run with an idea and delicately telling them they’re wrong and to listen to us. (Faxon laughs)

Can each of you pick a movie you love and what is about this film that still sticks with you?

Jim Rash: When someone says name your favorite movie even though I’m sure if I closed my eyes and think of other ones, but the one that had the most impact on me storytelling wise and uniqueness and camera and everything was Raising Arizona. Just because it came in a point in my life when I wasn’t prepared for what that was. To see something that I thought was this hovering a little bit above the grounds, from the camera to the story to the absurdity to Holly Hunter. Everything about it was a game changer for me.

Nat Faxon: The first time I would probably say a comedy I loved just because of its silliness and its willingness to be unapologetic was The Jerk. Just because of how ridiculous it felt.

Jim Rash: He hates these cans.

Nat Faxon: (laughs) I just truly laughed and I was excited that they took a lot of risks. I just appreciated the silliness of it. Another movie was the documentary Spellbound, which I adored just because it felt fictionalized in a way. Some of those characters and that woman who was talking about her son while the dog was liking her leg at the time, there were so many moments in there that felt they were made up but they were real stories. I think that’s something that we are all really drawn to is that kind of character that is almost unbelievable. You thought it’s made up but it’s not. It’s the real thing and that truth elevates it even more.

****Downhill hits theaters February 14. The full audio interview with Nat Faxon and Jim Rash (I also uploaded audio of Jim Rash discussing the film’s ending which I put on a separate post) is available for our CinemAddicts Patreon members.

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Greg Srisavasdi
I've been a movie reviewer/interview since 1991 (as a UCLA Daily Bruin scribe), worked at Westwood One, Deepest Dream owner, co-editor of Hollywood Outbreak, podcast co-host of "CinemAddicts" and "Matt and Greg Used To Interview Movie Stars." I can be reached at for inquiries or whatever the case may be!

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