Tony Gilroy on the Pedro Pascal Lunch That Saved ‘Behemoth!’

Tony Gilroy had the speech ready on his way to meet Pedro Pascal. He was rehearsing it in the car on the way to lunch.

Oscar Isaac was out of “Behemoth!,” lost to what Gilroy calls “a traffic jam between ‘Frankenstein’ and awards,” and the writer-director had already pushed the start date as far as he was willing to push it for his new film about a cello player who returns to Los Angeles after 20 years. So he and producer Sanne Wohlenberg drove to meet Pascal, but Gilroy had already worked out what he would say to the crew he had assembled: “We tried really hard. We’re not doing this movie now. I’ll find us something else.”

“10 minutes into lunch, I’m like, ‘Oh my God, can he be this perfect?’” Gilroy tells Variety over coffee on the final morning of the Middleburg Film Festival. “There must be something wrong with him.”

There wasn’t. A three-hour meeting followed that Gilroy describes as “more of a prenup than a meeting.” By the next day, Pascal was learning the cello.

The result is Gilroy’s first feature as a director since 2012′ “The Bourne Legacy” and his first anything since Disney+’s “Andor,” the two-season series that consumed most of his last six years. Pascal plays Alex Serian, a cellist from a family of studio musicians who comes home to Los Angeles after two decades on the road and starts recording film scores, including a giant studio production with the secret title “Behemoth!” The film is among the Oscar contenders this year including best actor for Pascal, and with the strong reviews, perhaps even best picture. The cast also includes Olivia Wilde, Will Arnett, Eva Victor, Alexa Swinton and Hank Azaria.

The idea arrived on the scoring stage for “Rogue One: A Star Wars Story,” after watching Michael Giacchino’s composing sessions. Gilroy then spent six months interviewing working musicians before “Andor” swallowed him whole. When he surfaced, he says, he was “very eager for a sanctuary” from the anger and politics of that show. He found it in a movie about movie music, which he immediately made as difficult as possible to finance.

“It’s a movie about a cellist. Good luck,” he says, running down the movie pitch. “Takes place in fractured time. I’m probably going to need nine composers.”

It could not be shot in Atlanta or Australia. It needed 303 union musicians on the stage. “The fringes on this movie probably cost what ‘Nightcrawler’ cost [in total].”

Those nine composers — Michael Abels (“Get Out”) along with pianist and composer Emily Bear, Lukas Frank, Michael Giacchino (“Up”), James Newton Howard (“Michael Clayton”), Henry Jackman (“Captain America: The Winter Soldier”), Nami Melumad (Pixar’s “Dream Productions”), Brandon Roberts (“Andor”) and Alan Silvestri (“Forrest Gump”) — are billed only as “The Behemoth! Collective.”

The terms for the nine were identical across the board: the same fee, alphabetical credits, equal billing, no individual names on the poster, publishing for all. “Very, very, very little money,” he says.

By the time the agents started calling to ask what he was doing, he had two and a half composers signed on. By the time he was finished, composers were calling him.

Gilroy doesn’t want “Behemoth!” compared to Todd Field’s Cate Blanchett vehicle “Tár,” and he doesn’t want it described as a classical music movie, which he says makes the movie “start to sound like spinach.”

He would rather viewers hear it as a film about family and about what he calls the “new varieties of loneliness” in a fragmented world.

What breaks his heart, he says, is the phrase “too late.” He has been married 43 years, has a grandchild and is tight with his brothers and his team.

“I’m trying,” he says when asked — or, more accurately, begged — not to wait another 14 years before making another movie. “We’re going to make 30 movies a year, right?”

Searchlight Pictures will open “Behemoth!” in theaters on Dec. 4.

The conversation below has been edited and condensed for clarity.

Your last film as a director was “The Bourne Legacy.” Then came two seasons of “Andor.” Did you miss making movies?

I don’t know if it’s habituation or remembering the ancestral lands, but I was completely designed, self-designed over the years, for 128 pages and a two-hour experience. Six months of prep, six months of shooting, this 18-month agrarian system. It was a great system. I couldn’t imagine doing something long, and then I really wanted to do it. But showrunning was like super directing. It’s not so different.

How long was “Behemoth!” simmering in you?

I finally had the idea on “Rogue One” during the scoring sessions with Michael Giacchino. It was too exciting to be there. There had to be a movie there. After that, I spent six months interviewing musicians. One person would lead me to somebody else. There were musicians from “Rogue One” and “Michael Clayton,” people I’d gotten to know over the years. Movie journalism is really fun because people can lie to you and make stuff up, but you really do get an essential truth. People will tell you a lot.

I knew a lot, but I didn’t have a hook. Then I got swept away in “Andor.” After that long post on “Andor,” you have time to figure out what you want to do next. I wanted to get away from the anger, politics and noise of “Andor.” I was eager for a sanctuary, at least for a moment, to clear my head. So I worked extra hard to find that hook, and I got it.

I’ve been frustrated with Hollywood regarding Pedro Pascal because I don’t think anyone had given him something to stretch himself. What was it to work with him?

Everybody gets up and goes, “Oh, it was amazing and fantastic.” I’m just going to be part of that Hollywood compliment train because I don’t have any other story to tell. The guy was immaculate from day one.

When Oscar left, there was a traffic jam between “Frankenstein” and awards and I tried to push again. I didn’t want to lose my people, but I didn’t want to push anymore. All of a sudden, Pedro was there. Sanne and I went out to lunch to meet him, and I was rehearsing in the car the speech I was going to give my people: “Hey, we really tried hard, but we’re not going to do this movie now. I’m going to try to come up with something else for us to do.” It’s hard to keep a team. So I was preparing the disappointing speech when we went into lunch.

10 minutes in, I’m like, “Oh my God, can he be this perfect? He must be. There must be something wrong with him. What’s wrong?” Brilliant actor, complete natural, all singing, all dancing. But he’s in every scene, in every moment and he doesn’t have a whole lot to say. I wanted the movie to have sparkle. I wanted to justify the exclamation point.

We had a three-hour meeting that was more of a prenup than a meeting because after about half an hour, we’d decided, “OK, we like you, you like us, nobody’s selling anything.” That’s how meetings should be. We said, “This is everything we would need” and he said, “This is what I would need.” Then he said, “I’ll start tomorrow.” The next day, he had a cello.

How long was the shoot?

Forty-plus days. Our prep was five, six months. This was a prep movie, huge prep. It’s a lot of movie for not a lot of money, so you’ve got to be very prepped.

Was it a hard sell? I worry that the Tony Gilroys of the world, the people making good adult movies, get lost in the shuffle.

It’s a movie about a cellist. Good luck. Takes place in fractured time. I’m probably going to need nine composers. And, oh, by the way, there’s no scenario where we can go to Atlanta or Australia. We’re making a movie about a disappearing coral reef. It would violate the whole battle of the movie. We need to employ 303 union musicians, and we’ve got to shoot in L.A. We’ve got to pay all the fringes. The fringes on this movie probably cost what “Nightcrawler” cost. So that’s a tough one.

Tell me about the Behemoth Collective. You need nine composers, and some of them are the biggest names in the business. What was the pitch?

The pitch was fun. “Hey, I’m making a movie about your world. You want to read the script? I’m doing this really daffy thing.” With the first couple of people, it was, “If you don’t like it or you’re not interested, it’s a cutout. If you do, we’ll get involved with the agents later, because there’s no money here. But please read it before you call.”

I knew I had James Newton Howard because I had the closest relationship with him over the years. I thought he would do the final piece, so I had an anchor there. James will kill the “Behemoth” part at the end.

Henry Jackman was the first one in. Our music supervisor, who’s the unsung hero in a lot of this, said, “I think Henry would be really into this.” We met very quickly, and he was in right away. Then he started connecting me to people. I had two and a half composers before the agents started calling: “What the fuck are you doing? Why are you calling my client?”

The deal was always the same. I’m not going to have anybody play against type. What’s the point of that? Everybody gets the same fee, no matter who you are. Some people had much more work than others, but everybody gets the same. The credits will always be under the Behemoth Collective, always alphabetical, always equal billing. On posters, we only put the collective. We will not put individual names. We got everybody their publishing, which I’m not sure how precedent-setting that was, but it seemed to be really unusual. Very, very, very little money. Everybody had approval over the mixes. Those were the ground rules.

When I finished, a couple of people wanted to get in and I had no more room.

Was there ever a version of the film where you let the audience know which composer wrote which piece?

Searchlight has a featurette they’re going to do, and the soundtrack goes up on Spotify. They’re going to do a big push on it. But I don’t know how you would do that in the movie.

Talk to me about Olivia Wilde, who really stands out in the movie. What version of that character were you writing?

It’s absolutely on the page. I don’t know what Variety’s position on the movie gods is, but it’s the religion I subscribe to and the movie gods really smiled on me with the casting. I get Pedro. Then I had a couple of women I instinctively thought I’d go to first, but people weren’t available or it wasn’t working. Then Olivia’s name came up, and I’m like, oh my God, why didn’t we start there? What’s she going to say? I think I heard from her within 12 hours.

I’ve directed a lot of directors. There’s something really super clean about directing a director, particularly someone that intelligent. I said, “I’ll answer any question you want. Carol doesn’t lose any arguments. She declares victory and walks away. I’ll tell you anything else.” She goes, “No, I got it.”

Her scenes are Exhibit A for why you don’t rehearse. I’ll rehearse if something’s complicated or new, but by and large, I want to watch not just Pedro but the crew when that shit flows on screen. Not a lot of takes. She comes in and stands and delivers.

People keep asking me what “Behemoth!” is about, and I say, “It’s about music” and leave it there. What’s your pitch for a general audience?

If you say it’s about music and cellos, and I hate using the term classical music because it’s mostly movie music, it starts to sound like spinach. It starts to sound starchy, like this movie is going to be good for you. But this is really about family and family history, and about how there are so many new varieties of loneliness in the world. Loneliness used to be reserved for a couple of categories. Now there are many ways to be lonely, and as society gets fragmented, people get lonelier.

I also think the term midlife crisis was a good term for people to get their heads around the fact that people have crises in their lives, but the timing isn’t accurate. We have all kinds of moments, and they come at different times. There’s a decisive thing where something’s just not right, some unexpected quest, something incomplete that has to be taken care of or not taken care of or run away from. We all have that. So I think it’s a super universal family film, in terms of family dynamics and family drama, with a very emotional, hopefully cathartic ending.

This is a movie where the character is working the same puzzle you are. Why are we going here? Why are we going back 20 years? He has a question as big as anything at the end, and you become a collaborator with him on it. That’s an unusual movie to make.

When I wrote about it, “Tár” was the easiest comparison for people to make. I wrote that it’s closer to Michael Fassbender in “Shame.”

I don’t like when we’re compared to “Tár.” And I don’t love that comparison because I don’t think Pedro’s character is a womanizer.

No, it’s about how fundamentally lonely someone can be, even when he’s with people all the time.

When you play music, you have this outlet that automatically puts you into a community and New York is just a family. But man, when you pack up your case and go home, there you are. For Alex, the demands placed on him as a child, the shape-shifting he had to do to stay in the zone and his nomadic existence make it easy for him to slip into giving everybody what they want. You never give people what they need, but you can give everybody what they want. That combination may look really interesting and chic to somebody on the outside, but man.

The exclamation point is there for a reason. When Pedro came on, there were a lot of things I wanted to say to the crew and the department heads about the kind of movie I wanted to make that I’d been nervous about. Pedro gave me permission, with his effervescence and his sadness and his ability to mask his sadness, to go after the fairy tale. A fairy-tale underpinning underpins this. He’s a minstrel with a thorn in his foot. If he doesn’t pull the thorn out, he’ll walk in circles for the rest of his life. This is a guy who’s finding that thorn and, hopefully, pulling it by the end. All the oxygen of the movie, all the things that are his sanctuary and, in a way, his prison, is movie music.

What made you fall in love with movies?

I really wanted to be a musician. I started gigging when I was 12. I went to Boston to play music. By my second year, at 18, I dropped out and joined a band. Boston was a great place in the ’70s for playing original music.

My father was around movies my whole life, so I understood how movies were made. Still, none of the three of us had aspirations to go into the movie business. Our father moved us so we wouldn’t. But Boston was a great movie town. There were three rep houses. Everybody could see everything all the time. I’d go to a double feature every day and play at night. For about 15 years, I saw everything.

Where is the business going right now?

I read the same things you read. I listen to the same things you listen to. I have all your anxieties. My only trick is that I never take a job in front of the one I’m on. It’s like popping your head out of a hole. What’s going on? Where’s the shrapnel coming from? What’s clear ground? Where do people want something? Then I try to find a place where something that interests me intersects with the possibility of production, without being tied down. I don’t have a company. I don’t have employees. I don’t have seven scripts backed up in a studio that’s constipated or no longer exists.

You’re such a known commodity. I’d expect you to always have something ready to go.

I’ve written more things that haven’t gotten made than have ever gotten made. My office is full of them.

If someone said you could pull any script out of that pile and make it tomorrow?

They vary in value over time. Some things are too close because you wrote them in a moment, and it’s not a distant moment yet. Then enough time goes by, and they become a period piece. Some things, the issue has disappeared. Some things were extremely hip or important at the moment, and that’s gone. I’m in the sifting-through-the-compost-pile mode right now. I’ve got a couple of things.

Regarding the loneliness factor, you don’t have a production company. You’re out on your own. Do you feel “lonely” in this business? Do you see more of yourself in Pedro’s character than you’d like to admit?

No. I’ve been married to the same woman for 43 years. I have a grandchild. I’m really tight with my brothers. I have a team of people who are really close and love working together. I feel very, very, very connected.

But as I’ve gotten older, as you lose your energy a little bit, what rises? My level of empathy is just overdamped. Coming off “Andor,” I realized the power of empathy. If I let my emotions walk free for every character, I can take them to another level. What breaks my heart more than anything else is “too late.” To me, “too late” is the thing. Oh, man, you missed it. You missed your chance to connect. You missed your chance to say that. It breaks me. “Michael Clayton” is too late, right? There are so many ways to pretend you’re not lonely now that are just enhancing it, all the fragmentation we have. That’s not a new idea. But I don’t see many people dealing with it, and I put him in that category.

People will ask, “Why Pedro?” Pedro gives me the total party. He’s a host, and he’s lively, charming, fast and quick. But he gives me all the regret and all the fear as well. It’s all underneath there, legitimately. He doesn’t have to travel very far to get to it.