In the understated, observant coming-of-age comedy The Way Way Back, Duncan (Liam James) is not looking forward to the summer. His father is out of the way, so he’s spending it with his mom (Toni Collette) and her overbearing new boyfriend Trent (Steve Carrell) at a small beach community. Trent is the sort of guy who tells a teenager like Duncan that, on a scale from one to 10, he’s a three.

Written and directed by Jim Rash and Nat Faxon, The Way Way Back is about Duncan’s transition from a sullen wallflower into a mature young adult. The catalyst for Duncan’s change is Owen (Sam Rockwell), a waterpark lifeguard who sees something in Duncan and gives him a job. The people at the park don’t treat Duncan like he’s a three, so he’s able to grow and figure out who he is.  Rash and Faxon recently chatted with Washington City Paper about their follow-up to 2011’s The Descendants.

WCP: There are plenty of pitch-perfect details in the setting. I was wondering whether either of you spent time in a seasonal beach community.

Nat Faxon: I grew up in Massachusetts, on the North Shore. Most of this film was in a part of Marshfield, Mass., called Green Harbor. The Waterways was in East Warehem. I never visited many of those places growing up, but the memories of growing up in Massachusetts and going to other water parks is something Jim and I both experienced.

Jim Rash: We both connected since we grew up on the East Coast. I grew up in North Carolina, but the idea of a destination was important; we wrote the film with Myrtle Beach community in mind, but we shot up [in Massachusetts] for logistical reasons.

WCP: I grew in Maryland, so I definitely know people who spent their entire summers in Ocean City.

NF: We looked at Ocean City at one point.

WCP: Was it a logistical problem?

NF: Yeah. It had to be the East Coast, and we wanted the film to have that feeling. When we were putting the film together, we wanted to get Steve Carrell to be a part of the film. He said, “Lest I become a Trent to my own family, I can’t do it even though I love the script. I fear my family will never forgive me.” We said, “We respect that. However, would you consider doing it if we shot closer to where you’ll be?” They have a summer house in East Warehem, so we literally shot in his backyard. It ended up working out with the amount of time we needed him, when he was able to be there. It was a big reason of why we chose that location.

WCP: Towards the end of the movie, Trent and Duncan have this fight, and there’s this moment where you see something switch in Steve Carrell’s eyes. I was wondering to what extent that moment was planned.

JR: I think that just came from him. He really understood Trent in those moments, and that push [from Duncan] was meant to spark something in Trent. He becomes this unhinged guy, who doesn’t like to lose power, and he lost power for two seconds so something bad overcomes him.

NF: And [this] was in response to Liam, who was really giving [Carrell] a good push. There was no “acting”; Liam was really going for it. As an actor, when someone is giving you that, the response is that much more honest and real.

JR: It was Toni who said Steve should push her. We were all really surprised. She whispered to him, “Push me.”

WCP: You’re talking about actors and their process. Do you trust actors more because of your experience in films and television?

NF: Being actors informed how we would direct. I personally respond better when someone is not giving me so many thoughts and notes. Some directors micromanage the whole production, and it gets to the point where you’re not trusting your instincts as much, and [your performance] gets a little mechanical. We tried to infuse our directing style with that in mind. We also had an incredible caliber of talent. There wasn’t a ton of adjusting to do anyway. We would try to limit or be specific about we wanted to try, or not try. The familiarity with the script made it easier and gave us more confidence to talk to these people about their characters and their point of view.

WCP: During the writing process, how conscience were you of other coming-of-age films? What, if anything, were you trying to say that’s new about the genre?

JR: I would say “new,” but more like we were celebrating that moment. We have a fondness for the characters in these films because they promise some hope. We’re rooting for them from a primal place because we’ve been through our version of coming of age, whether it’s something dramatic or a summer that was joyous. We just wanted to [the films] that resonated with us the most, which were the most honest about real emotions, the most restrained with their approach to talking about kids and where they are, not talking down to them. I’m thinking of broader films like Meatballs, or something more serious like Stand by Me or Almost Famous. Each of them shares that moment where someone impacted the protagonist.

WCP: What was your process like for casting Duncan? At first, he’s far more awkward than the typical teenage actor.

JR: It’s a challenge to find the right actor when he’s on every page of the script. He can make or break it. With Duncan, we needed someone who was this silent observer, with conflicted emotions inside. The connection with his mother is being torn apart thanks to the circumstances with her and Trent. His father is detached. Unlike kids now, we went through a phase [in movies] where the kid was quirkier, smarter than everyone else in a room. Rushmore is a good example. Now we have the wallflower-type kid; for the first act, Duncan doesn’t really say much at all. But if you sit down and really talk with him—-Liam’s like this, he calls himself an “old soul”—-you realize how much he knows and soaked in while you assume he was being a three. That’s the intelligence Liam has both as an actor and as a person.

NF: Liam is very smart and very honest. There’s an unrehearsed vibe about him; he feels very real. Some of the people who came in [for auditions] were a little too Hollywood-trained, so there were acting too moody and sullen. Liam just felt that way, which was so attractive to us.

WCP: When you were writing the script, was there ever any point where you worried the awkwardness would go too far, and you’d lose the audience through the discomfort?

NF: That was definitely in the back of our minds. You didn’t want to feel so sad and so sorry for this kid, but at the same time the first scene is meant to be powerful and intense. As Jim said, he’s an observer for the beginning and he’s soaking things in. There was a little bit of a balance between discomfort and entertainment because otherwise the movie has no payoff. He needs a rite of passage for the meaning later.

WCP: Duncan is an observer, and he spends a big portion of the movie watching his parents and their friends drinking alcohol. Why was it important for you to focus on a child’s reaction to drunken adults?

JR: Somehow I equate drinking to what destination vacations become for adults. When you look back on your parents, you now understand the stresses they had now that you’re an adult. You think, “Oh, now I get it. I know what that release is about.” For Betty (Allison Janney), the libations were a way to deal with emotions she chose not to deal with. The idea of Trent pulling Duncan’s mother into this world where everyone says, “We’re here to have fun, and it is cocktail hour,” is what I remember from my beach experience. The adults would have fun, and the kids were sent off until sundown. I think it’s a celebration for adults, especially when they revisit a true destination vacation where everyone flocks from somewhere.

NF: It has a lot to do with the environment, too. The adults are in a place where they feel it’s safe to let their kids run free while they do what they need to do. The adults would think, “The kids are out on the beach somewhere so I can keep partying.” In my childhood, a lot of my summers in Nantucket were like that. Cocktail hours would bleed into long dinners, and I’d sit there at the table and think, “Whoa, what is going on?” I would finally be allowed to go out, and it’d be 9:30 p.m. But the curfew for all the other kids was 10, and I was just getting out because my family had these long, alcoholic dinners.

WCP: The catalyst for Duncan is Sam Rockwell’s character. Did you work with Liam and Sam to establish a rapport? Was that part of the testing?

JR: We didn’t even have that.

NF: We would have loved to, but we had only a small window to make this movie. We were shooting for 24 days, so the schedules were constantly worked out. We literally got Sam and Liam a day before we started shooting. A lot of their bonding happened while they were shooting. Liam really did take to Sam, on the screen but also personally. It was a beautiful thing to see because Sam was so warm and open. He would say things like, “Oh? You’ve never seen this movie? You gotta go see it.” Liam was writing down a list of things he needed to see. Sam took Liam under his wing, and they formed a special bond. When Sam’s work was done, we were shooting the house stuff where Duncan is supposed to be sad, and it worked out for because Liam really was bummed.

JR: His mom told us that. She said (puts on a demure voice), “Just so you know, Liam is down because Sam left.”

NF: Of course, we were like, “Great!” [laughs]

WCP: [laughs] Sure. Thanks for take the time to talk with me.

NF, JR: No problem!