For nearly 20 years, Tim Blake Nelson has shoe-horned in his filmmaking alongside a robust and, as he describes it, “privileged” acting career.

It’s a career that has landed him on the sets of some of Hollywood’s most famous directors, and alongside a long list of well-known A-list performers. Since his breakout role in the Coen Brothers’ O, Brother, Where Art Thou, Nelson has been a staple of both studio and independent films, appearing in projects as diverse as Syriana, The Incredible Hulk, The Thin Red Line, Scooby Doo 2, Lincoln and James Franco’s Child of God. A quick glance at his IMDb page reveals that he’s appearing in six upcoming projects, from The Fantastic Four to Bukowski. It’s an ambitious calendar, to be sure, especially when one considers that he is adding Anesthesia—which had its debut two weeks ago at the Tribeca Film Festival—to a growing list of independent films he has both scripted and directed.

Blake’s directorial debut was Eye Of God, an adaptation of his own play, which starred Hal Holbrook, Martha Plimpton, and Nick Stahl and won the Grand Jury Prize at 1997’s Sundance Film Festival. His skill behind the camera and, most particularly with actors, landed him in the director’s chair for 2001’s O, the high school-set adaptation of Shakespeare’s Othello. The $5-million film earned nearly $20 million at the box office. From there, Nelson translated another of his plays to screen, shooting the Holocaust drama The Grey Zone in Bulgaria, also in 2001 (with a cast that included Harvey Keitel, Christopher Walken, and Steve Buscemi) and, 2009’s Leaves Of Grass, which saw Edward Norton playing twins caught up in a drug-dealing scheme in Nelson’s native Oklahoma.

The relationships he’s built along the way have educated and evolved his approach to directing, and also helped him to attract first-rate casts to his projects. Take his latest film, Anesthesia. A multi-threaded examination of modern New Yorkers and they way they numb themselves to their lives, the film stars Sam Waterston, Glenn Close, Kristen Stewart, Corey Stoll, Gretchen Moll and Michael Kenneth Williams. Not only did Nelson navigate his large ensemble through half a dozen intersecting plot lines, he did it in a 28-day shoot with over 40 locations around New York City and its suburbs. Logistical considerations aside, it’s a small miracle that he manages to elicit authentic, lived-in performances from every member of his cast.

In an interview at the Tribeca Film Festival, Nelson discussed how he gets his cast working toward a singular artistic vision, while fostering the kind of collaboration that can’t be planned. Part of Nelson’s process is a 13-page treatise, modestly titled “Director’s Notes.” The indie director says he puts together one of these packets for every film he helms, distributing it to the actors and key department heads weeks before production begins. He wants them to understand how he envisions his film, the world his characters operate in, and the themes he is hoping to explore. Referencing everything from Francis Ford Coppola’s shooting style in The Conversation, to the existential musings of Schopenhauer, Kierkegaard, and Nietzsche, to the paintings of Gustave Courbet, the packet lays out a comprehensive yet open-to-collaboration vision of how Nelson wants Anesthesia to look, feel, and sound. There are notes on camera angles and lenses, character history, settings, even wardrobe. [Exclusive—download Nelson’s full treatise here: Anesthesia Director’s Notes.]

Sam Waterston as Walter Zarrow and Glenn Close as his wife Marcia in Anesthesia. Photograph by Anna Kooris

Sam Waterston as Walter Zarrow and Glenn Close as his wife Marcia in Anesthesia. Photograph by Anna Kooris

Jeff Meyers, MovieMaker Magazine (MM): A lot of directors don’t come from acting backgrounds, or if they do, they struggle with what it means to be the director. It’s hard to step out of those acting shoes.

Tim Blake Nelson (TBN): Yeah, I think you’re right. But it’s humbling too, because I always have to remind myself that I’ve worked with directors who have absolutely no idea how to speak to an actor and actually say stuff that is patently inhibitive to the process. Yet they make great movies, some of the best movies you’ve ever seen. So just because you can direct actors, and all the actors love you—I constantly have to say this to myself—”It doesn’t mean that your movie is working.”

MM: So talk to me how you work on set, how being an actor influences the way you way you approach your shoot.

TBN: I like to give actors the kind of environment I want when I’m acting. I want a clear sense of what the story is and how I fit into it, and then within that, I want total freedom to bring the wildest, most daring choices that work within those parameters. And then I want to be told very clearly when they do and don’t work.

MM: So can you give me an example how you did that on this film? It’s the beginning of the day, you’re shooting your first scene. Let’s say it’s a pivotal scene, not coverage or something. How does that discussion start with both the cast and the crew in that moment?

TBN: I clear the room of everyone but the actors, so not even the AD is in the room. It’s just the actors and me. We work on the scene without my giving any direction. I’ll even say, “Where do you want to sit? Do you feel like sitting, standing? Do whatever you want.” And I let them. The best way, perhaps, to teach somebody to swim is to just throw them in the pool. But the thinking is that if you at all confine an actor you’re taking choices away from them, so I like to say as little as possible. I’m hoping that the script and the very long treatise I’ve written gives them what they need.

MM: Tell me about that treatise.

TBN: I’ve done this for all my movies. It’s an exhaustive set of principles about the way we’re going to shoot, why we’re going to shoot it that way, what the narrative strategy is, what the acting aesthetic is. They’ve all read that. They’ve read the script. And the script is very precise. And when I say I revise, I work as much, if not more, on my minimal but hopefully very clear scene descriptions as I do on the dialogue. So, on the day, I remove everyone from the room and I don’t give any direction, I’ve already given [them] a huge amount. Mark Bly—do you know who that is?

MM: No, I’m sorry, I don’t.

TBN: He’s a wonderful dramaturge and he ran the playwriting program at Yale for a while. He used to be at Seattle Rep as the head dramaturge. He used that old adage: “Don’t ever say in your script that someone is crying, because the actor may come in and laugh and it could be perfect.” That’s what Chekhov’s all about. I don’t want to say anything that’s going to steal a surprise that an actor might give. Then and only then do we start to shape the scene together.

MM: You attract these wonderful casts to your films. What do you do to get the actors on board? Is it a kind of a privilege of who you know, just by the sheer volume of work you’ve done, or is there some seduction required?

TBN: I’ve never had to do much of the seduction, by virtue of having acted in so many movies and having sustained really good relationships with the other actors I’ve met along the way. I’ve had people say no, they don’t want to do the movie. But first off, I have actor friends, and they have actor friends, and we’re a community. I’d like to think that it gets around that I’m a sane and decent guy. And I make the sort of movies that actors see. Leaves of Grass might not have burned it up at the box office, but pretty much every actor has seen it—if only because they wanted to see Edward play identical twins. The other part is that I write parts actors want to play.

MM: What does that mean, “I write parts that they want to play?”

TBN: Interesting characters in difficult situations. Whether that’s going to be comic or dramatic, they’re interesting characters in difficult situations. So there is objective and conflict, and clarity of purpose, and a distinctive voice. And that’s what we’re looking for in a compelling story, isn’t it? MM

Anesthesia premiered at the Tribeca Film Festival in April 2015.