“I don’t have anything I know that other people don’t know — everybody has lost someone, has had terrible pain in their life and had to live with it. People have different ways of recovering. There’s a whole gamut of things I think it’s nice to see reflected back to you in fictional form.”

Manchester by the Sea sneaked up on writer-director Kenneth Lonergan.

The film was originally planned as a directing and starring vehicle, respectively, for its two producers, Matt Damon (who starred in Margaret) and John Krasinski. Damon, who costarred with Casey Affleck in the first cast of “This is Our Youth” on stage in London, offered the story to Lonergan to write.

Manchester By The Sea tells the story of the Chandler family, a working class family from Massachusetts. After Lee’s (Casey Affleck) older brother Joe (Kyle Chandler) suddenly passes away, he is made the legal guardian of his nephew (Lucas Hedges). Lee is forced to deal with a tragic past that separated him from his wife Randi (Michelle Williams) and the community where he was born and raised.

Kenneth Lonergan talks about writing and directing Manchester By The Sea

Damon and producer Moore, while shooting “The Adjustment Bureau,” tried to develop a movie version of Lonergan’s play, “Lobby Hero,” which never came to fruition. But Lonergan liked the Manchester story idea, about a man with a tragic history who must face his past after his brother dies and makes him his son’s guardian.

Lonergan didn’t consider directing the script, but Damon fell out — and Lonergan eventually agreed to take over the movie. Then Damon and Krasinski’s heavy schedules worked against them acting in the film, which required a short New England winter shooting window. They all agreed to ask Casey Affleck to star, and he happily jumped aboard with Michelle Williams, who stuck with the project, which became a tougher sell with Affleck than Damon. (The final movie cost $8.5 million.)

However, “tough” is a matter of perspective. With “Margaret,” Lonergan faced five years of editing disputes with producers before it could be released; here, the director enjoyed the backing of a powerful movie star and a team of producers and financiers (the Megan Ellison role is played by neophyte K Period CEO Kimberly Steward). And all of them pledged to let Lonergan make the film he wanted to make.

“Kenny knew the whole time he would be protected and safe,” said Moore, who works with Damon and Ben Affleck’s Pearl Street Films. “He should be allowed to make Kenny movies.”

Even so, Lonergan initially struggled with the script. He changed the nephew from a younger child to a teenager. “I thought the idea of a kid who’s having a very good life despite what he’s been through is interesting,” said Lonergan, sitting in a Telluride theater lobby. “One character is in a lot of trouble, and one has a pretty good life going. He’s a resilient, tough kid with a lot of love for his father and his family, he’s been hit hard in a lot of ways, but he’s having one of those rare good high school experiences and he doesn’t want to lose it. That’s the main conflict of the story.”

When the first draft didn’t work for him, Lonergan started over with the material he found most intriguing: the depressed janitor/handyman/mechanic Lee, shoveling snow near Boston. “He’s in so much distress, he doesn’t wish to function, doesn’t want to connect to anybody else,” said Lonergan. “But he has to, because he’s still connected to his brother and his family. He’s been through a terrible, life-destroying tragedy, but his brother does not allow him to disappear into the void.”

Walking into Lee’s life “forced me to put the past into the flashback structure,” Lonergan said. “That turned out to be a very successful structural correlative to the emotional situation, because he’s someone who’s carrying a block of memories that he can’t live with. And it wasn’t conscious on my part, but it worked out. Sometimes when you just follow what you like, it works out that you are doing something that makes sense.”

It didn’t always make sense for the producers. The complicated weave of time frames didn’t always read on the page. “People will be confused by all these weird flashbacks and random flashing to a scene,” Moore told Lonergan at one point.

Lonergan was not fazed. “No, they won’t. They will understand completely,” he replied.

“He’s ornery as hell and super honest about people,” said Moore, “who we really are, and what we really do, and how we really act. He sees dramatic moments that aren’t the big moment. He sees the little dinner table conversations. People have conversations that seem so pointless, that from the outside don’t look meaningful, but really are.”

The scene that sets grown men sobbing is one when Lee (Affleck) runs into his ex-wife Randi (Williams) on the street. It seems simple enough: Back in Manchester after his brother’s funeral, the estranged couple runs into each other on the sidewalk. She wants Lee to get together with her for a talk. He says he can’t.

“A friend said to me once about acting, ‘If you do something really truthfully, it doesn’t matter what it is, it’s going to be interesting,’” said Lonergan. “And I believe that that’s true. I found a long time ago that real life — as best I can transcribe it — the details are always richer than leaving them out.”

Lonergan kept delaying the scene toward the end of filming. He wanted to make sure there was plenty of time to get it right. (Affleck especially likes to shoot as many digital takes as possible.) The director rehearses the cast ahead of time like a theatrical play, sitting at tables or standing in a room; time becomes too precious while shooting.

“With actors like Casey and Michelle, you don’t have to do that much, but you can suggest what the characters might be trying to do, what lines of behavior they might be following,” said Lonergan. “There’s so much history between them. They’re both trying so hard to be kind to one another. They’re trying to protect each other. She’s trying to reach out to him after this terrible thing that happened a long time ago, that’s separated them. He can’t do it.”

Lonergan was pleased with the end result: “I love watching it. It’s painful to watch, but I love it. It’s very satisfying.”

Shooting in Manchester was tough: A tight schedule, bitter cold, multiple exteriors, driving shots, too much or too little snow. Still, Lonergan enjoyed seeking the area’s physical details and the different ways people live there. What makes him crazy is movies that bypass reality.

“I see them sugarcoat and pass over experiences everybody in the world has had,” he said. “It annoys me because it seems like a lie. I don’t have anything I know that other people don’t know — everybody has lost someone, has had terrible pain in their life and had to live with it. People have different ways of recovering. There’s a whole gamut of things I think it’s nice to see reflected back to you in fictional form.”

The final movie wound up close to the one Lonergan wrote, “except for the surprises that come up,” he said. For example, the day they filmed with boats went so well that they had six extra hours to cruise around the harbor and town grabbing shots, which yielded the opening sequence of the movie—not in the script.

Director’s Statement

We shot this movie in Cape Ann from late February to early May. It was very cold  at  first,  but  very  beautiful. In Cape Ann you are never far from water. I loved being by the ocean and inlets all the time; I   loved shooting on the boat, and  in  the  marinas  and  dockyards  and  houses  in  Manchester,  Gloucester and Beverly. I loved that part even when we were in triple overtime and I wanted to go to bed and never     get up again. Plus, the food was great. My favorite restaurant was the Clam Box, in Ipswich, which has         the best lobster rolls I’ve ever had, even though it was actually recommended to me for its fried clams,   which are also excellent -­‐-­‐ although not as good as the fried clams at Nicky’s  Cruisin’ Diner in  Bangor, Maine, near the airport. But the Clam Box lobster rolls were literally twice as good as the next best lobster roll I’ve ever had, and I have had a lot of first-­‐rate lobster rolls. I have no idea how this can be true, but it  is.

During the shoot, I got to stay in a house in Annisquam, overlooking a little cove off the Essex River. It had a big picture window and a long deck outside facing the woods and houses across the water. In the daytime there were all kinds of birds outside my window, and spectacular planets in the sky almost every night. Except for weekends, I was usually in the house in the early mornings either going to work or coming back from it. In the early Spring a swan appeared and could be seen drifting around the cove very regularly. I don’t know anything about swans except what I read in The Trumpet of the Swan by E.B. White. In that book, the cobb swims around and around all Spring on the lookout for predators, while his wife sits on her nest somewhere nearby, waiting for her eggs to hatch. I thought maybe that’s what this swan was doing. I had no idea of course, because we wrapped and went home before the cygnets would have been born anyway, and I don’t know anything about swans.

You never know why you write about the things you end up writing about. I suspect that the impetus to create anything is too specifically rooted in the artists’ personal psychology to be of much interest to anybody else, but you hope the results will be. My favorite part of filmmaking is the process whereby a story initially developed in the privacy of your own imagination becomes the emotional property of other people. The story is nurtured and made to blossom under the care, emotions, and ideas of your collaborators. It becomes a kind of shared fantasy belonging to all of them, until it is finally passed along to an audience where -­‐ you hope -­‐ it becomes a part of their inner life, the way the movies I love have become a part of me.

-­‐     Kenneth  Lonergan