When my mother was dying of cancer in late 2009, I remember thinking, “Why doesn’t this feel like the cancer movies I’ve seen?”

“Where is my gorgeous, swelling soundtrack? When is someone going to sit me down on a beautiful park bench at dusk and teach me A Big Lesson About Life?”

My mother’s death was like nothing I had seen on screen before. It was far more brutal than what they usually show you. And that’s not to shit on other movies about death; they are some of my favorite films, because I am a masochist. But it’s hard to truly capture the reality of death onscreen; the days of quiet torture, of worry and boredom. Of fatigue. Of wondering what day your mom will die, and how, and where. But most importantly, it’s hard to capture the humor of death. And I don’t just mean the awkward jokes people make when they’re uncomfortable around a dying person. I’m talking about that deep, absurd, almost bone-chilling humor that inevitably accompanies death. The humor that comes often moments after the sadness. Or during it.

Usually during it.

Writer-director Chris Kelly on the set of Other People

Writer-director Chris Kelly (center) on the set of Other People

So when I sat down to write Other People, my loosely autobiographical film about myself (or rather David, the protagonist played by Jesse Plemons) living with my mother (or Joanne, played by Molly Shannon) as she died of cancer, I cared most about trying to capture that tone. The year my mother was dying was horrible, but also hilarious, and often hilarious because it was so horrible. And I wanted to show that. I wanted to highlight those jarring shifts from comedy to drama, then back to comedy again. I wanted moments in the script to turn on a dime, and for the reader to feel like the rug was being pulled out from under them, as I often felt.

That’s why I included the somber, intimate moments I spent laying in bed with my mother in the middle of the day—her asking me, sick with chemo, if I was going to have kids one day. And it’s why I also included her funnier, punchier moments, like when she comically told my father, “When I die, I want you to live your life. But you can’t date anyone for a year. And you can’t date that slut who came to the door today.” When I interjected with, “You mean Lisa? The one who brought us a pie?” she shot back with, “Only a slut comes to the door with dessert. You’re supposed to bring a lasagna or something like that.”

When I finally finished the script, I was happy with it. I didn’t know if it would ever get made, or if it would work, or if other people would like it, but it felt accurate to me. The tone felt right. At least on paper.

Then when it came time to actually make the movie, and direct the movie, I freaked the fuck out.

How would I make this real-life experience feel real on screen? How could I ensure that the drama never veered into melodrama, and that the comedy never felt forced or fake? After thinking a lot about that (usually while my boyfriend was talking to me about something else), I realized: I needed to cast comedians. Death is sad enough as is; I didn’t need to work overtime to make it sadder, but what I did need to work overtime at was making sure the comedy was intact.

Plus, there’s an undeniable power to comedy people doing drama, of seeing someone you’ve only known as funny do a complete 180 and surprise you. It’s Bill Murray in Lost in Translation, Julia Louis-Dreyfus in Enough Said, Lisa Kudrow in many, many moments of The Comeback, and of course, the great Molly Shannon in films like Mike White’s Year of the Dog.

Comedians have a great bullshit detector. (Someone once said this to me, and I don’t remember who it was, but if you’re reading this, you were so right!) Comedians have an innate ability to resist bullshit, to be hyper-aware of melodrama, to cringe at the too-saccharine. And while I hoped that my script contained none of those things, I knew that casting smart, funny, no-bullshit comedians and comedic actors would help safeguard against the precious.

For my lead roles, I was incredibly lucky to cast Jesse Plemons and Molly Shannon. I had been a fan of Jesse’s ever since I first saw him in Friday Night Lights, where he was just so funny and real and human. To this day, I have yet to see a single ounce of capital-A “Acting” from him. He is just so good. And Molly, though one of my favorite comedic performers of all time, has also been one of my favorite, under-the-radar dramatic actors as well. There is nothing she can’t do. For the rest of the cast, I was able to get an amazing roster of incredible actors and comedy all-stars like Bradley Whitford, Maude Apatow, Madisen Beaty, Kerri Kenney, Paula Pell, Matt Walsh, Zach Woods, John Early, Retta, JJ Totah, Lennon Parham, Kevin Dorff, June Squibb, Paul Dooley, D’Arcy Carden, Mike Mitchell and many, many others. (If you’re in my movie, and I left you out of this list, I did it on purpose to attack you publicly.)

When it came time to actually shoot the movie, there was a lot I didn’t know. I was a first-time director and in many ways felt like I had tricked hundreds of people into letting me do this. But I felt that if I trusted my cast, and listened to them, and let them follow their instincts, I could maybe pull it off. My movie is, by design, not flashy. There are no superheroes, almost no special effects, and not one big chase sequence (Thank god. Because, like, how do you do that?), so I knew that the movie all came down to my actors, and letting them tell the story while getting out of their way.

They asked if they could improvise. They would be honest with me when a line felt weird in their mouths, or when they felt like the dialogue needed to be roughed up a bit so it sounded like two people were really talking to each other. I tried my best to cross-cover the most heavily improvised scenes and the most dramatic moments with multiple cameras, so that they wouldn’t have to do scenes a thousand times and I could capture conversations that felt spontaneous and real. But I also tried to edit the movie (along with my editor Patrick Colman) in a way where there wasn’t too much cutting. Some scenes play out in real time, some have very few edits in them. My primary goal was to capture moments that felt as real and unadorned as possible.

One of the most incredibly acted scenes in my movie (at least to me) is when Molly, Bradley (Norman, David’s father) and Jesse sit around a table at a burger joint and fill out end-of-life paperwork for Molly’s character. The very premise of that scene is brutal, but it’s not just a drama, it veers all over the road. Molly is funny for a lot of it, joking with Bradley about how she wants to be frozen instead of cremated when she dies, and Bradley laughs and teases her back. But seconds later, Molly gets suddenly overwhelmed by the gravity of the conversation and abruptly starts crying, even taking off her “stupid fucking wig” that she had bought to hide her bald head. The way Molly and Bradley were able to play that scene absolutely floored me. It was just perfect. Funny, and almost flirty one second, then furious and frustrated and overwhelmed by sadness the next. And when you watch that scene, you’ll see that there are very few edits in it, because the acting is just all there. So you get to watch Molly shift from feisty to funny to angry to sad in real time, and the scene is all the more powerful because of that.

Jesse Plemons, Molly Shannon and Bradley Whitford in Other People

Jesse Plemons, Molly Shannon and Bradley Whitford in Other People

When I first cast Molly, I remember telling my producers she would be crucial to the success of the film, because her natural sense of humor would provide an important break from the harder, more grueling moments in the movie. But what I didn’t realize until much later, when we started screening the movie for other people, was how much sadder and more devastating she also made the movie. Because you’re not used to seeing Molly Shannon die onscreen, you’re not mentally ready for scenes where she’s sobbing in a hospital room because the chemo’s not working. You certainly don’t expect to see her voice slowly taken from her.

I’ll be honest, it’s not easy to watch at times, even for me. (Especially for me?) But I hope it feels real. My mother was an incredibly funny woman: loud, sarcastic, strong, always laughing. She radiated. And it made being with her while she died wonderful, because I got to be around that energy every day. But it also made that year extra hard, because I was watching a woman who was so full of life… die.

That being said, this movie isn’t a punishment. I promise! It’s weird and funny and there’s dancing and singing and laughing, just like there was when my real mom died. But there’s also the other stuff. Because you really can’t have one without the other, at least in my experience. And the biggest hurdle in making this film was trying to capture the real, laugh-out-loud comedy of death without shying away from the drama, which was, in two words, fucking horrifying.

I could not have remotely pulled it off without my cast. Even the ones I forgot to list a couple paragraphs ago. MM

Other People opens in theaters September 9, 2016, courtesy of Vertical Entertainment.