When I start a film, I think about character first. What does my film about Junior Olympic boxers in the South Bronx have in common with my film about Joan Rivers, Joan Rivers: A Piece of Work? Bold characters. Whether it is a scrappy kid living a transitory life in a housing project with dreams of someday being the next great Puerto Rican boxer or an aging comedian living in a scaled down Versailles off Fifth Avenue driving herself to succeed, my films are about people whose passion propels them through obstacles and pain.

I knew Joan Rivers through family and was intrigued by the disparity between her public face and private self. Joan is widely exposed as a pop culture icon and controversial legendary comedian, yet it seems like her history in comedy has been marginalized and distilled to the abrasive public mask she wears to protect her self-effacing core. Conceptually the film is about de-masking an icon, while exploring the world of comedy through the eyes a groundbreaking female comedian. But the heart of the film is the unraveling of Joan Rivers as an aging performer who has had to compromise her personal world for her life as a performer.

When I first met with Joan, I sat on a chair in her den while she squatted on a stool in front of me (good for her posture). She spoke with bare intimacy about turning 75 and reflected on her past, both professional and personal. I told Joan I didn’t want to make a biography film about her—they’d been done. She agreed. So I set out to capture the raw, spontaneous energy and hyper passion in her everyday world; it would require a year of filming to develop a narrative arc against which I could set the rest of her life and history.

Like a character in any of my documentary films, I approached Joan as a character study in a fiction movie: What was Joan’s childhood like? What motivates her? What does she love and hate about her life? What does she hope to achieve? What are her obstacles? Dreams and regrets? Pursuing these answers was the first step to understanding Joan’s story.

In the 1960s, when Joan first got into comedy, she copied bits off television and tried, somewhat unsuccessfully, to make them her own. Then she saw Lenny Bruce and her comedy act was born. Lenny Bruce’s comedy drew from his own life and inspired Joan to do the same. She brought herself, her romances, her marriage and her daughter into her act; a woman commenting on her life—critiquing it—was groundbreaking at the time. As a way of setting the archival foundation for Joan’s story today, the film intercuts her early act with her personal history illustrating how the two worlds intersect seamlessly; yet, sometimes harshly and at the sacrifice of her personal life.

Following Joan over the year, I filmed her in many facets but ultimately focused on the passion that drives her throughout her life to pursue her comedy. Joan’s comedy comes from a place deep in her subconscious without censor or softening. It is reflexive and raw. Joan’s public persona is built in protective layers around this painful uncensored core; the film works to peel away the coating and reveal the singular focus of her dark comic mind.

The opening shot is of Joan barefaced, close up, looking straight at the camera. We built a ring-light—like a makeup mirror but with a hole in the center to shoot through—so we could light Joan straight on, looking directly at the camera. The opening montage of her face becomes a backdrop to dreamlike highlights from her life. I set these shots to base, orgasmic singing, establishing from the beginning that the film was not going to be a clichéd look at Joan Rivers.

Traveling around with Joan Rivers for 14 months required ease and intimacy; otherwise, we would have lost the spontaneity of Joan’s humor and pathos. Because we were often shooting Joan as another crew was shooting her, we created a close shooting relationship; our microphone had to feel like second skin and our camera had to disappear into the wallpaper. We were a troop of three at the most and sometimes just one—the cameraperson. Sometimes Joan’s assistant wasn’t with us and our film team was companion to Joan, navigating travel together.

The original plan was to shoot Joan as she launched her play (which tells the story of her life) in London and then brought it to New York at the close of the year. The opening of the play in both London and New York was a bookended structure against which to set Joan’s larger story, but as with any documentary, the narrative changed and the filming adapted. While the play became an unsuccessful launching pad for Joan, and therefore never came to New York, it served in the film to exemplify Joan’s personal sensitivity and professional determination.

After filming Joan for 14 months, I had more than 200 hours of lively, humorous footage but the challenge was to turn the cotton candy scenes into more substantive and lasting pieces of Joan’s life story. In the edit room, the scenes were cut with flashbacks from Joan’s early career and childhood photographs, layering each scene so they resonated the significant themes playing out repeatedly in Joan’s career and life.

Music turned out to be one of the most difficult elements to define for the film. I knew the tone of the film was going to be bittersweet because while Joan is funny, the film’s message is poignant and the music (tone) had to reflect this underlying tension. When Joan is cracking jokes, the impulse it to have bright, entertaining music but because the focal point of her humor is anger, I never wanted the music to go too far in the direction of light or dark. Surprisingly I found musical inspiration from two children’s films, Fantastic Mr. Fox and Where The Wild Things Are. Both films play on different levels to children and adults; they have underlying anger and discontent; and the music, while jovial and youthful keeps the tension taut. Similarly, we created tension in the music using vocals as an organic grounding element set against, fast picking ukulele.

While the film pays tribute to the reigning queen of comedy, who broke boundaries and paved way for other female comedians, I believe the film ultimately conveys Joan’s universal message as it speaks to aging in a culture obsessed with youth and exposes the fleeting nature of fame by looking closely at the exception to the rule.

Joan Rivers: A Piece of Work is in theaters now. Visit http://www.joanriversapieceofwork.com for more information and showtimes.