Below is my interview with Celine Held and Logan George, the directors and writers of their debut feature film Topside, which premiered at SXSW and the Venice Film Festival in 2020 and will be available in select theaters and digitally on March 25. We talk about the real-life inspirations for the film, how Celine prepared to act in the film, and their careful approach to portraying New York City. Our conversation has been edited and condensed for clarity.

Ben Sears: Topside is very clearly influenced by Jennifer Toth’s book The Mole People. What were some of the elements that you took from the non-fiction book that would eventually become this fictionalized film?

Celine Held: The Mole People is from the perspective of Jennifer, who is a journalist, and who went down and had some interactions with some specific people that ended up turning the book in a very different direction. As you’re reading it, you think that it’s purely an exploration of the people that lived in the Freedom Tunnel, and it becomes something a little more different. So we wanted to take her experiences, especially with Bernard, who for us really felt like John in Topside. We felt him in that character, but so many of the other characters that she explored like Blaze went in a direction that we didn’t want to explore. There’s the idea that you could approach this as a journalist going down into the tunnel. Like, there’s always that thing of, what if this is told from the perspective of someone else who is more like your viewer approaching this subject.

Logan George: Where it’s this sort of foreign world and you’re discovering it with them, but we were interested in that idea of normalizing it and having it from the perspective of Little (Zhaila Farmer), and that was our way to be inside the story from the beginning and not have to treat it like such a foreign identity. It’s the home that she knows and understands, and that’s sort of inverted as she goes out into the NYC that we all understand, but that is totally foreign to her. So cinematically, that was really exciting to us. But the one line from the book, which is the opening quote from the film, was almost the genesis for writing the script to begin with.

CH: It was huge for us. We had been into the Freedom Tunnel a few times. The first time I went down there was in 2012, when there was still one person living down there, but in the times that we’ve been down, almost all the graffiti had been painted over and so much has been removed, and it truly feels like you’re entering a different world. It feels so different from the world above; you can hear echoes of people in Riverside Park above you. We wanted to make sure that we were putting our viewer inside that world and not approaching it with an outside eye.

BS: Was it always the goal to have the film as shown from a child’s perspective, or did that come as you were trying to break the story?

CH: I think that there’s something really magical about how resilient children are. As a two person crew, we filmed for a lot of non-profits and international schools, so we worked with children a lot. We did a piece for a hospital up-state for children who are suffering from severe illnesses, and these children were all smiling, and it felt like something where you could approach something that was so serious and, on the surface, so bleak, and you could find magic in it through a child’s eyes. So we were really drawn to the idea of the resilience of children.

LG: I don’t think there was ever a version of the script where it wasn’t about being a part of Little’s experience of the world.

BS: It’s a smart way to introduce not only the tunnel ecosystem and that way of life, but that transition of going above-ground, and how different that feels.

CH: Yea, I think it’s a little fictionalized because I think her eyes would have been way more affected.

LG: … A lot of conversations about that, yea.

CH: Which is why we went into night so quickly, because we didn’t want it to be such a point but she had to see day. Initially when we were filming that section, we were really hoping it would be a sunset. It was our wish that she would look up and look into these colors of the sky. But we learned that this area where we wanted to film actually is not an area where you’d ever get a sunset.

LG: But it helps a little bit more that it was a more cloudy and overcast day in general, but to her it’s blinding. It harkens to a lot of discussions of how much light she would have been exposed to. The location we worked at was really, truly underground and was like a real black box of a space in a way that the real Freedom Tunnel was not. You get a lot of shafts of light that come down into the Freedom Tunnel during the day, but this space that we filmed in was in Rochester, New York, and it’s a mile and a half-long stretch of tunnel underneath that the city doesn’t know what to do with. It was perfect for what we wanted to do, but it was a huge logistical challenge of how to light all of the scenes that take place down there because you have no natural light available to you. But it ended up serving the story in a really great way because we weren’t dependent on that natural light. Everything that you see, we brought in, essentially.

BS: The film does do an effective job of portraying that disorienting feeling, just through the sound alone, in those first moments when they go above ground. It helps to sell the feeling with just the ambient sound, and no dialogue. There’s so much noise in NYC, and to go from such a quiet place underground to a place with so much noise.

LG: It’s a really wild intersection, where three different roads meet, and it’s not your classic crossroads – there’s actually five roads that connect. So we had this crosswalk where we just kept the camera rolling, and it’s meant to be incredibly disorienting, and the cacophony of it all ends up working really well. Just being able to throw ourselves into that environment and start filming, where there’s dozens and dozens of people, in the magic that is New York, where hundreds of people are just doing their own thing and have no interest in what you’re doing. It was just a perfect location to be able to film that kind of scene.

BS: New York City, in a lot of movies, can be portrayed as a menacing place, especially for someone seeing it for the first time. I like that, in the film, New York is a scary place, but it’s not menacing, and I think that’s an important distinction.

CH: I think that, in a lot of ways, this was our love letter to New York. Our next feature takes place in Texas, and we’ve lived in New York for over a decade now, and we’ve both had circumstances happen in New York where horrible, intense things have happened. Everyone has those stories, but overall, it’s a place where you can turn a corner and your day was horrible, and then suddenly it’s the best day ever, and there’s something that’s happening that you’ve never seen anywhere else. We wanted it to feel like people are trying to help Nikki (Held) and Little, and it’s Nikki’s blindness to that goodwill. What would the answer have been if she had accepted the help of any of the people that had come to help her? We made it a point for those people to be women because we felt like that is even more of an opportunity for her to accept help. It’s a woman who initially comes down into the tunnel, and the MTA worker, and the woman at the church, and there’s a constant presence of people there who want to help her, but her distrust of the system is so great that it never breaks through.

LG: It was a very conscious choice that we didn’t want to overplay our hand or do any camera trickery or anything heavy-handed about a violent New York. It’s very everyday and commonplace things that she’s interacting with, but it’s her first-time exposure to it that makes it so scary.

BS: Celine, at what point did you decide to star in the film? I had read that you had gotten to know Zhaila fairly well off-screen.

CH: Logan and I met when we went to NYU when we majored in acting. I started writing this script in 2012, and I started writing it without the idea of playing a character in it. At first, Nikki wasn’t a character and Little was by herself. It wasn’t until after the success of our short film, Caroline, where I play the mother in it, that we thought it would be a good idea. Caroline is a story about a mother and her three children. We were able to get so close with those three children and I was able to kind of internally direct, which was so helpful, and the short wouldn’t have worked without it. So we felt like we could use those same principals for the feature.

LG: It was ultimately very unorthodox, a lot of the ways that Celine was able to direct while being within the scene, which was super important as far as mining the right performances in both Caroline and Topside. Zhaila, just like the kids in Caoline, was never given a script.

CH: Her parents obviously were, and they were super aware of her role. She also was never exposed to any of the more violent elements of the film. She’s actually never seen the film, but she’s really excited, so we’re going to make a cut of the film that’s just her parts of the film. I actually wore an earpiece on set, which Logan used to communicate with me, and we did a lot of pre-production, and we were really on the same page with what we were looking for. So if there was a moment where Zhaila did something that felt very honest but there was a camera bump, or it was out of focus, or whatever, Logan would give me a suggestion or I’d be able to talk back to him during the scene. We cast Zhaila about a year in advance to filming, and I ended up becoming really close with her family. I ended up picking her up from school a few times a week, and we live about 10 minutes away from them in Brooklyn, and it was incredibly helpful. We re-wrote huge parts of the film for her. She decided what color her wings would be, and where we would go and what that would be like. Her vernacular was completely from who she is. We were never trying to make her be someone else. Even in the more intense parts of the films like when she cries, we talked about what makes her scared. She wears her heart on her sleeve, much like Caroline, in Caroline, she’s very vulnerable with her emotions, and I am too, and we would talk about things and that’s how we were able to get those moments out of her. It was very brief, she would cry for just a minute and be like, ‘I’m fine’, and it was just about being able to capture that and spread that out throughout the film.

BS: Other than spending time with the family and Zhaila before filming, what did you do to prepare for the role? I imagine it’s difficult to get into the headspace of a character like Nikki.

CH: We did two different documentary projects. One where we filmed the people on the streets of New York who were currently experiencing homelessness, called 50 Moments, which also premiered at SXSW, which unfortunately was cancelled but will be online soon. We also did a project where we spent the mornings with families experiencing homelessness in shelters, and these were incredibly informative. There was one woman in particular in 50 Moments that really affected the way that Nikki talked. We recorded this woman for about 40 minutes and I just listened to it constantly. The system is black and white, and it’s not easy to make these rules of where the poverty line is. There’s so much red tape, and so hearing these stories and understanding what this distrust is, you really get it. There aren’t enough shades of gray for these people to come through unscathed. That really affected us, and changed the ending of the film, and a lot of things. There was another woman that we interviewed who talked about how her mother was never meant to be a mother, and that really affected me and changed my perception of what I thought motherhood is. I think that research that we did, about five years before we went into production, was incredibly influential in the character.

BS: It’s easy for films and documentaries about homelessness and homeless people to feel like “misery porn”, but I felt that Topside is ultimately a hopeful film. What did you guys do to try to avoid that misery feeling?

LG: Certainly the idea of operating from Little’s perspective helped to make it not feel so bleak. It’s true, it’s hard to tell stories around this kind of subject matter. We were also out to communicate a sort of sensation, rather than any kind of commentary, about the topic. That feeling of not having a place where you can rest, that moment-to-moment decision-making that has to happen when you don’t have a place to just take a breath, that was what lead to the way that we crafted the story of having to jump from different places and turning into more of a “journey” film and not just sit in a place of misery. Ultimately, there is action and a drive to it, and Nikki is really striving for something throughout the story. It was really important to us that it didn’t feel like it was sitting and languishing in what is ultimately a very sad story. We see the ending as being equal parts hopeful but also very sad and tragic. The ultimate decision that Nikki makes isn’t necessarily a guarantee that Little will have the best life going forward. Some of the stories we’ve heard about the foster system isn’t a guarantee that the child is going to be well taken care of, but that felt like a real change within Nikki, which was important for us. The decision that she makes is ultimately something that she never would have made at the beginning of the film.

CH: We also felt like it was an opportunity to humanize a population that often doesn’t receive that kind of respect. Hopefully in all of our films, the next time you get on the subway, maybe you’ll see a Nikki, and maybe your perception of that person will be different than it would have been before you saw the film. That idea was always in the back of our heads.

Below is my interview with director and co-writer Paul Shoulberg, whose newest film So Cold the River was set and filmed on location in West Baden, Indiana. We talk about the differences from the source material and the film, the difficulties of working in a new genre, and the uniqueness of shooting in a historical location. Our conversation has been edited and condensed for clarity.

Ben Sears: Did you have any history with West Baden or French Lick before deciding to make the film?

Paul Shoulberg: No, I went to grad school at IU and moved to New York afterwards. We moved back to Bloomington in 2011 and I’ve been living here since then and I had heard about the hotels but didn’t really know much about them. I was kind of lucky because I had learned about those hotels first from reading Michael’s (Koryta) book. After I was brought on, we went down there and everything changed once I finally got into that space. It can be an advantage to approach something like this as an outsider, having that space being very new to me. It does sort of hit you in a weird way when you first walk in, and I was glad I was able to tackle it with that sort of energy.

BS: You definitely sense that when Erica (Bethany Joy Lenz) first arrives there. I came into this with a different history, in that my family would always go down to French Lick for fall break almost every year when I was younger. At the time, the West Baden hotel was closed, but we would always see it driving down there and I’ve always been curious about the space. It’s a strange area.

PS: Very. It’s like it doesn’t make sense. What is this doing in a small town in Indiana? It’s like nothing else.

BS: You really incorporate what it feels like to be there because there is some weird folklore and history that just feels like it could be too much in a movie. But as someone that was already familiar with it, it checks out.

PS: The folklore, yes, but the actual history is pretty crazy too. There’s something about historical places that have that sort of mystique to them that gives you this extra vibe of something that you won’t get somewhere else. Certain churches have that feeling too. It’s like there have been a lot of lives that have passed through this place and there’s something there that’s hard to describe. Michael’s book did a really good job of doing that where it kind of brought this place to the world, in a way. You can’t really explain it until you’ve stepped in. You can look at photos online but until you’ve stepped in that dome, you don’t really understand what you’re dealing with.

BS: Were there very many changes from the book to the movie?

PS: Yes and no. As far as the plot, there were a lot of changes. There’s a lot going on [in the book] and to have filmed the book as a one-to-one, we would have needed at least a season of television and a budget that would match accordingly, and that was never going to happen (laughs). We changed a lot to make it make sense for a movie. I’m of the belief that movies need to be their own thing and not just recreate the book. A movie has to be its own thing or it won’t work. If you’re trying to chase a different medium that isn’t meant to do the same things, and lives off of language and description, but with filming there are time and budgetary and physical restraints that are completely different from what you do as a fiction writer. We had to change a lot in that sense. I was able to work very closely with Michael on this, and that’s not always the case in an adaptation. Michael was heavily involved, so I was able to check in at every step and find out ‘what’s important to you showing up in this movie?’ and his writing tells me what’s important to him. What I do think came across from the novel was how majestic the space was, how the vibe of the hotel, which is the ultimate inspiration for the novel, came through. The biggest goal, in a cinematic way, was to bring to the world the power and the mystery of this place. And I think the spirit of the novel in that sense came through really well.

BS: This is your first horror film as a director. From a filmmaking perspective, was there anything challenging about working in that genre?

PS: Oh yea, the things that excite me about horror are the things that make it very challenging. The visual possibilities in a horror film, so much depends on what you put in a frame – what you show and what you don’t show. Whereas in a comedy scene, it’s all about the timing and the flow. It’s the same thing in horror, but the visual timing is so critical. The slight camera move will reveal what’s in frame, or shooting properly to cut to a reveal or not cut to a reveal, if that’s more tense. The visual precision required in horror I think was a very new challenge to me. It wasn’t just cutting to the rhythm of the dialogue, it was like, if this doesn’t work on this exact cut, this scare does not exist. It won’t make any sense. The visual planning, not just because we were tackling this huge location but just to make horror move in a proper way, was a huge challenge that I was really excited to take on but it was a lot of work.

BS: You use a lot of long takes with some really fluid camera movements. Are you generally someone that likes to incorporate long takes, or did you feel that that was necessary in this material?

PS: I love long takes and always have. You’ll see long takes in various places in the other two films that I’ve directed. It’s always something I’ve loved and I find that in horror films, specifically, it’s my favorite thing when directors make that decision. If you do it properly, when you don’t cut, you don’t give a break in the tension to the viewer. It forces the viewer to lean in and figure out where the scare is gonna come from. You don’t know exactly where to look in the frame, you’re lighting it and framing it to move their eyes to a place. Sometimes it’s a misdirect, but you’re left stuck in the tension of the shot, if you do it properly. It’s very hard to coordinate that stuff, but I love it. When horror doesn’t spoon-feed me every moment and makes me have to sit on the edge of my seat and lean in a little bit, that’s when you can play with tension, and a long take is always a great tool, when used properly.

BS: Do you see yourself doing more horror films or will you continue to bounce around and work in different genres?

PS: I would love to do more horror; I’d love to find a way to take what I learned doing horror and then kind of pull from some of my earlier stuff, like comedy or drama and mash them up. I’m very interested in taking genre and applying it to pure character studies and things like that.

BS: Going back to the book and some of the changes that were made, were you ever tempted to really play into the supernatural elements and really make it go off the rails, or did you always want to make it more of a grounded horror film?

PS: The book does an excellent job, I think, of delving into the supernatural aspect of it. I did pitch a more grounded version for a couple reasons. First, budgetarily. I wanted to stay in the pocket of our budget and do things well and not have to rely on CGI versus practical supernatural stuff. We never would’ve had the time or the budget to pull off some of the stuff that was in the book. It’s very big in what it goes for, and I love it. But I wanted it to be more contained, both stylistically but also practically. I wanted to be able to execute all of our ideas. So many times in a horror film, if you’re relying on the razzle-dazzle element of it, you don’t really know if it’s gonna work or not until you throw that stuff at it, so I wanted to make sure what we were doing was working in the frame. So anything we brought to it, supernaturally, was icing on the cake, but not the cake itself. I personally am drawn more to the implied stuff than the actual stuff. Like when you show a monster, to me that’s less interesting than when you feel one around. I wanted to rely on tension and a feeling, as opposed to throwing a lot of crazy visuals at you.

BS: Coming from someone that is a bit of a horror skeptic, I always appreciate more grounded material. With horror, there’s a suspension of disbelief that I have a hard time getting past, and that suspension of disbelief is diminished with more grounded types of horror.

PS: One of the things, when I pitched this, was that I didn’t want to tell a story where the characters don’t make any sense with what they’re doing. So many times with horror films, a character will break off from the group to go down in the basement with a match to light their way, or something. It’s like, what are you doing? Nobody does that! You want to put your characters in harm’s way, and I wanted to make sure there was a human motivation with what was happening to these characters. I wanted everything to be character-driven, and since the novel does that, it’s not like that was a hard sell. I like horror where I don’t have to say “well, this is a horror film, so that’s why this character that I’ve spent an hour with is suddenly really dumb”. The whole thing was properly motivating people that were involved to continuously dive deeper when a normal person would run away. That was a big goal to make sure the decisions that they made make sense so you’re not trying to spend time trying to make that leap as an audience member.

BS: No, I didn’t yell at the screen at all at the characters throughout the film.

PS: *Laughs* Yes, exactly. In so many horror films, it’s like, why don’t they just leave?

BS: There’s a lot of themes in horror films about inherited violence or psychosis, but So Cold The River incorporates this in a fresh way.

PS: One of the things that was really important with this film, and one of the big changes from the book, is that the lead character is a male, and we switch genders in the film. There were a few reasons for that, but one was that there are so many horror films where a deranged male is tormenting various females, and they’re running away, and even if the women are leads, they’re victims until the third act. I wasn’t really interested in having this male descent into darkness and watching women run away or having to fight for their life the whole time. I didn’t want to jump into that trope of horror, and we’ve had a lot of women directors of horror over the last 10 years that have emerged, and that’s solving that problem to some extent, but I didn’t want to contribute to that trope at all. I’m not interested in that. This was always a horror film about ambition, which I wanted to pursue, Michael was really on board with that approach. I also don’t like using mental illness as a plot point to explain everything away. I was more interested in exploring something like ambition, about something which we all possess, but once you tip it a little too far on the scale. Like if ambition goes 1% past where the balance is supposed to be between our humanity and our ambition and what can happen. I was driven by doing that and not by just saying “this person’s crazy”, which you see all the time in these movies. But I do think that horror is one of the few genres of film that has continued to thrive over the last 10 years, so many genres have just fallen off to TV or just disappeared and horror just keeps evolving really nicely.

So Cold The River will release in theaters on March 25 and on VOD on March 29.