Even when I caught up with Rabbit Hole director John Cameron Mitchell a few days after his film's Toronto debut, it was clear that the low-key drama was emerging as one of the festival's big hits. Adapted from David Lindsay-Abaire's Pulitzer Prize-winning drama and starring top-of-their-game Nicole Kidman and Aaron Eckhart as grieving parents, Rabbit Hole isn't just a movie with Oscar written all over it, but a damn good one as well. Maybe the most fascinating thing about it is Mitchell himself, making a significant transition from his first two films Hedwig and the Angry Inch and Shortbus to this restrained, tender, sometimes surprisingly funny film.

Mitchell is the first to admit that Rabbit Hole isn't part of some master career plan-- he's a director for hire, jumping on to the project well after Nicole Kidman got the ball rolling as a producer-- but he also talked to me about his plans for the movie's style, working with Lindsay-Abaire to make sure the story worked cinematically, and also keeping that humor in check in the face of tragedy. Check out our unfortunately brief conversation below, read my TIFF review if you like, and look for Rabbit Hole in theaters and in For Your Consideration ads later this fall.

This is going to sound very naive, but you would think a project with this kind of talent and based on such a prestigious play would be coming from a major studio. Why isn't it?
It would have been a couple of years ago. It would have been $10 million, with these stars, and they just don't make 'em anymore. They'll make it if it's a sweeter comedy. This you have to market carefully as as an award thing. Because of the subject matter some people are going to be like, "Oh, I don't want to see that, it's about loss." And then you have to overcome. For example, Precious, if you knew the premise separate from the buzz about it…that's the first barrier. But when you have a great distributor saying, "no, this is a once-in-a-lifetime kind of experience, and if you see one drama this year let it be that." [Note: At the time I didn't know Precious backers Lionsgate would also be distributing Rabbit Hole, but this analogy now seems even more apt].

Luckily if there's enough muscle behind it you can overcome some of the things we might know as obstacles to get people to see your film. The distributors have just preferred to focus on the ones that are less challenging like that. Searchlight tends to do the sweet comedy thingy-- Sunshine Cleaning, Little Miss Sunshine, anything with "Sunshine" in the title. Focus has often mixed it up, like with Brokeback Mountain. But imagine if those had just been two straight guys. In our case, it became possible because of the recession to realize you had to make something really cheap. Nicole had the property and was ready to go, it was very important to her. We made this for a good recession rate. And we didn't really want to be encumbered by a studio.

Because they might try to change the content?
Yeah, yeah. Even the small, good [studios], there's nickel and dimming, there's lazy notes. Bureaucracy happens at the smallest levels. I would much rather avoid a studio and just deal with producers and investors. Because you can do some research and find those investors who are cool and respectful. They let you make your film.
What kind of stuff were you particularly afraid a studio would make you change?
Another version of this film is huge banks of violins, crane shots, backlighting when she's sitting on the toilet-- everything would have been pushed. Like The Blind Side or something. "This is a drama!" And wall-to-wall music.

How did you develop the score? It's so deliberately low-key and sets the film apart.
We had a few composers. One we lost to his schedule, the second one wasn't quite working out-- this style was just a different style. So we looked again. I feel like we almost did three scores, and last time we had people do spec pieces. They kind of auditioned. And then one person became my favorite. I actually preferred someone else, but he wasn't that experienced, and the producers really had the final say. This wasn't really my film-- I'm for hire-- so I had to be careful about picking my battles. This guy Anton Sanko had the warmth of it. A lot of it was feeling very cold, the same kind of marimbas-- a lot of scores sound the same nowadays. This wasn't an out-of-left-field kind of score, but it's a lighter one. It buoys the scenes up rather than telling you what to feel.

What's the process of having the writer of the play, David Lindsay-Abaire, adapt his own screenplay? It seems like you'd be able to just stick to the script while shooting.
Though there is the danger of him falling in love with things that aren't necessary in the film. I would encourage him to let that thing go, and maybe it's better with no dialogue there-- he was open because I was not trying to push him aside. And then in editing you have your own writing process, because the editor is the co-writer. I told the producers when I told him I wanted to do this, I saw the camera as quite invisible. You don't have a lot of time when you're shooting on that schedule. I would do a lot of two [cameras] running at once, which is hard when you're facing each other. But that kept the performances fresh. Everything on set was in service of getting interference out of the actors' way. Promoting their safe space in order to create.

The movie is funnier than you think, and has a fairly optimistic ending. How did you develop that humorous side?
When I'm in that kind of situation, there's a time when you cry, and then you make a joke. It's the only way I can deal. You've got to, "What am I doing here in this funeral home that looks like my aunt's house? Why this furniture?" You start laughing. Death is funny too. If they're only down there [gestures low], there's never going to be a way to get out.

More Cinema Blend coverage from the 2010 Toronto International Film Festival right here.
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