Ever since Danish director Nicolas Winding Refn debuted, at 24, with the extraordinary Pusher in 1996, two aspects of his films have remained consistent: a provocative sense of formal and narrative experimentation, and an obsession with masculine neuroses.

With his latest film, The Neon Demon, Refn remains faithful to the former, but has broken with the latter in his first female-oriented story. It’s a haunting fairy tale that plays like an unholy love child of Valley of the Dolls, Mulholland Drive and Eyes of Laura Mars—but has a unique perspective all its own.

Elle Fanning plays Jesse, an aspiring model full of wide-eyed innocence who moves to Los Angeles and quickly falls in with a trio of beauties who are nurturing and dangerous in equal measures. Ruby (Jena Malone) is a makeup artist who moonlights in a mortuary when she’s not working on fashion shoots; Gigi (Bella Heathcote) is a wildly vain model addicted to plastic surgery; and Sarah (Abbey Lee) is a ruthless fellow model who sees Jesse as both competition and a source of fresh blood—literally, as the film turns from satire to horror over the course of its running time.

Jesse encounters plenty of men over the course of her dark journey, from wordlessly intense photographer Jack (Desmond Harrington) and colorful designer Robert (Alessandro Nivola) to sweet but quickly discarded love interest Dean (Karl Glusman) and menacing motel manager Hank (a scary, hilarious Keanu Reeves). Ultimately, however, this is a film about the women, a departure from Refn’s ultra-male criminal underworlds (in Bronson, Drive and Only God Forgives), contract killers (Fear X) and Vikings (Valhalla Rising).

For Refn, the leap began with genre. “For many years I’ve wanted to make a horror flick,” he says. “I love the language of the genre, but I could never find a way into it.” Refn ultimately found inspiration in the theme of beauty—beauty as both power and a curse, and everything in between.

“The idea of making a movie about beauty and the insanity surrounding it became interesting to me, partly because I was not born beautiful. I thought, ‘What if I make a film about a beautiful girl coming to L.A. to become a star, and use that idea to explore our beauty-obsessed society?’”

After coming up with his initial concept and a beginning and end—which, he asserts, is 50 percent of the work—the director teamed up with English playwright Polly Stenham (known for her play That Face) and Texan playwright Mary Laws (who also writes for NBC’s Patient Zero) to flesh out the narrative.

The Neon Demon hinged, though, on Refn finding an actress who could embody Jesse’s difficult combination of strength, naiveté, beauty and authenticity, in a film whose tones veer from naturalism to surrealism to near-farce and back again. Luckily, he knew his Jesse immediately when Elle Fanning—the 18-year-old American actress known for her prodigious turns in Somewhere, Super 8, Ginger & Rosa and other titles—walked in the door.

Fanning as Jesse, an object of intense fixation for the film’s other characters

Elle Fanning as Jesse, an object of intense fixation for the film’s other characters

“I met some terrific actresses,” Refn says, “but when Elle came to my house, my wife [filmmaker Liv Corfixen] and I both looked at each other and thought, ‘This girl has it.’”

Fanning herself was immediately intrigued. “I went over to Nic’s house before I read the script and met him and his wife and two girls,” she recalls. “I found it interesting that this man who had made these very manly movies was surrounded by princess toys. We bonded very quickly, and then when I got the script it was unlike anything I had read before. I really wanted to be a part of it.”

Fanning’s enthusiasm increased when she learned that Refn always shoots in sequence, something she had never done before. Just as Jesse is nourished by the instant liking the fashion industry takes with her youthful bloom and she grows from sweet naiveté to egoistic hubris, Fanning enjoyed the new level of creative freedom Refn’s methods presented. “The script constantly evolved,” she says. “Initially, my character was always innocent; she never really changed that much [over the course of the film]. But during filming, she changed a lot, and we even scratched the original ending. Which would have made me nervous with anyone else, but with Nic I was so trusting.”

Indeed, shooting chronologically with the intention that the film can change at any moment fuels Refn’s creativity. “There are only benefits, even economically, if you plan the movie correctly,” he says. “It creates a real camaraderie among the performers and crew because everyone can actually see the film unfolding in a very personal way.

“I like to be as instinctual as possible, and I like fear. I like to feel like I’m free-falling, and that on any given day the movie can change in a flash as I feed off people to satisfy my canvas.”

Feeding off people? For Refn, there seems to be more than a touch of personal investment in The Neon Demon’s themes. “When it comes to work, I’m the ultimate narcissist,” he claims. “Everything relates back to me, and I’m not so interested in the result. I’m more interested in the process, and I have to immerse myself in it mentally, sexually… whatever it takes.”

As fluid as Refn’s approach may be, The Neon Demon—made with a budget of around $6 million—is nevertheless a film of extreme precision, with compositions and color as meticulously designed as the luxury ads in which the characters make their living. To help him achieve his mixture of visual elegance and dramatic spontaneity, Refn turned to Argentinean cinematographer Natasha Braier, whose previous work includes collaborations with Lynne Ramsay, Shane Meadows and David Michôd. Like Fanning, she was excited by the script’s possibilities, particularly because both she and Refn could look at Los Angeles through foreign eyes.

Braier and Refn watched some Kenneth Anger shorts as well as Suspiria, Kwaidan and Carl Theodor Dreyer, a visual “mood tape,” says the cinematographer. “It’s like we were saying, ‘Somewhere, where all these crazy films meet, is our film.’ But we never pointed to any specific reference for lighting, color or composition.”

“We photographed the locations during the scouts using the Artemis app,” Braier says. “Then I would create an electronic storyboard on the iPad, making collages with the photos we selected, and painting over the photos with the colors I wanted to use in the lights. That was my working document on set, to remember what we discussed and planned during prep. At the beginning of each day I would take a look at it and remind Nic what we had discussed; if we still felt it was appropriate, we would do that, but we were also very open to change.”

“It’s like we can all dance together because we are experiencing the movie as we shoot it,” she says. “I would love to shoot all my films like this, becoming more confident with the language of the film as it changes and gets richer.”

That said, the compositions were as specific as possible: “Nic and I are obsessed with precision in the framing,” Braier says, explaining why they chose to always shoot with only one camera. “When you shoot with two cameras, there is always a degree of compromise because you have to avoid the other camera; only one can be in the perfect place.”

Nicolas Winding Refn on set with DP Natasha Braier

Camera movement was limited. “We conceived the film more as a series of tableaux, as if the story was told through the pages of a photography book. The camera moves only when it’s motivated by the movement of a character, or with very subtle push-ins.”

Adjusting to one aspect of Refn’s approach did take the cinematographer a little time. “Nic has shot all his films on digital and loves that format,” she says, “but it was my first feature on digital. I had shot a lot of commercials on it, but it’s not the same. It took me a few weeks to get used to the different methodology—I struggled with having to be by the monitor instead of the camera.”

The movie was shot on an Arri Alexa XT Plus in the ’Scope aspect ratio of 2.35:1, which required a certain amount of testing on Braier’s part. “We tested six different types of anamorphic lenses on the soft side of the spectrum,” Braier says. “I wanted to find the ones that were the most cosmetic for the skin tones. I worked with Dan Sasaki at Panavision, tuning different sets to see how cosmetic we could get them, and finally we decided to go with the Cooke Xtal Express anamorphic lenses designed by Joe Dunton. They were by far the most beautiful skin tones.” She also used 100mm and 180mm Panavision C Series prime lenses, and a 50-95mm parfocal zoom.

Braier also saw color as an important storytelling component. The prologue—a starkly memorable scene in which Jesse, lying on a couch artfully drenched in blood, is shot by amateur photographer Dean—is, she says, “a very intense sort of mini-movie that condenses the themes of the film. When the movie kind of starts again, with the interview at the fashion agency, the color calms down and becomes a bit more realistic, to start a slow dramatic curve which develops organically with the rest of the elements of the film language. As the story evolves and becomes more extreme, so does the language and the color palette.”

While Refn and Braier’s visual demands were precise, the actors felt protected rather than confined by the approach, according to Fanning. “You always feel like you have the freedom to say that it doesn’t feel right with Nic,” she says, “but he also knows what he wants. He’s going for images that feel iconic in some way.”

To express to Fanning the tension between glamour and horror he sought, Refn gave her Valley of the Dolls and Beyond the Valley of the Dolls to watch. “Like those films, The Neon Demon is kind of a cautionary tale,” she observes, “and it’s both horrible and enticing. That’s what L.A. is: It’s beautiful and sparkly and the place you can go to achieve your dreams, but you can also be crushed by it or turned into a monster.”

Valley of the Dolls and its unofficial Russ Meyer-helmed sequel also gave Fanning a clue to the movie’s tone: “The other actresses and I didn’t take ourselves too seriously because we knew it was a heightened reality. There’s a switch in the movie where it shifts gears into fantasy, and we were all aware of where that happened.”

This speaks to one of The Neon Demon’s greatest strengths and challenges—its delicate balance of tones. Alternately bleak, funny, touching, disturbing, naturalistic and formal, it calls upon its actors to perform on an unusual but specific wavelength. To make matters more complicated, the cast included thespians of varying levels of experience, from accomplished professionals like Reeves, Fanning, Malone and the cameo-ing Christina Hendricks, to newcomers like Lee, who debuted as an actress in Mad Max: Fury Road but is mostly known as a supermodel (a bit of surely deliberate irony).

Abbey Lee expands her burgeoning acting chops as jealous model Sarah

“One of the unique qualities a director has to have,” says Refn, “is the ability to deal with very different types of people who need very different types of approaches. Some people need you to be personal and intimate, while with others it can be very mechanical. You’re trying to do the same thing with everyone, which is inspire them to do their best, but that is a very individual concept. And it’s very intuitive figuring that out.”

Fanning says that having Lee on set provided the other actresses with a kind of unofficial technical advisor. “She taught me how to walk, and helped all of us understand the little details of what it’s like to really model, even though she was fully aware that this was an exaggerated version.” Yet in preparing for the role Fanning tried to keep her distance from Lee and the other actresses, to facilitate the odd tension they all needed to get across on screen. “Nic rehearsed with me individually, but I asked not to rehearse with Abbey, Bella and Jena,” she says. “I was supposed to be the new girl in their world.”

Refn, she says, struck exactly the right balance between talking over the part and keeping it fresh. “We had a lot of discussions, but we didn’t analyze it to death. I like a director who has the big picture in mind but can accommodate the small details that I can bring to it, which is exactly what Nic did.”

Beyond his on-set flashes of improvisation and last-minute inspiration, Refn’s films continue to evolve in the editing room—though, in fact, the post-production process begins in some sense before he even starts shooting. “My editor, Matthew Newman, follows the whole screenwriting process,” the director says. “We talk about the film at every stage, starting in pre-production, and he stays with me when we shoot. We cut the movie in my pool house.”

<em>The Neon Demon</em> is Refn’s 10th feature film

The Neon Demon is Refn’s 10th feature film

Refn’s intimacy with Newman, who edited the director’s last five movies, has practical as well as artistic considerations, given that the two tend to work with tight budgets and schedules. “We talk every day, a lot,” Refn says. “So that if something doesn’t cut together, he can let me know right away and ask about my intentions and so forth. We have really similar sensibilities, and he always has my back.”

Refn has a similar relationship with composer Cliff Martinez, another frequent collaborator, whose darkly dreamy music does a lot to consolidate the tone in Refn’s movies. “Cliff also comes in at a very early stage, and I rely on him a lot in terms of the script. He always provides that extra element that’s the final missing piece of the film.”

Given Refn’s organic approach, one might wonder how the completed version of The Neon Demon measures up against his original intentions. “I don’t work like that,” he says. “I don’t have an original vision. I have something of interest to explore. Once I’m done with that, it’s completed. Whatever reveals itself is what I wanted to do. I don’t know yet until I’ve done it.” MM

The Neon Demon opens in theaters June 24, courtesy of Broad Green Pictures and Amazon Studios.