‘Whalefall’ Director Brian Duffield Talks Book Changes, Test Screening Challenges and How Those ‘Alien’ Rumors Started

His new emotional survival tale, Whalefall, about a scuba diver (Austin Abrams’ Jay Gardiner) who’s swallowed whole by a sperm whale, serves as an apt metaphor for much of Duffield’s genuinely fascinating career, which began in 2010 when he landed on the Black List with a spec script called Your Bridesmaid Is a Bitch. The screenplay was subsequently purchased by none other than Skydance Media CEO David Ellison and eventual chief creative officer Dana Goldberg. Duffield believes it was the duo’s first spec purchase under their then-newly signed production agreement with Paramount, and he remains grateful to the pair for helping launch his career.

16 years later, Skydance now owns Paramount and Warner Bros., a stunning turn of events that Duffield and Goldberg acknowledged during a recent get-together.

“My whole career started because David Ellison and Dana Goldberg bought that Bridesmaid screenplay. My first meeting in Hollywood ever was in David Ellison’s hangar,” Duffield tells The Hollywood Reporter. “I actually just saw Dana Goldberg a couple of weeks ago for lunch, and we were both like, ‘Look at us. This is crazy.’”

In 2011, Duffield made the Black List again with his Western spec, Jane Got a Gun, setting off a five-year roller-coaster ride that culminated in one of the most tumultuous productions of the 21st century. When the Pennsylvania native showed up bright-eyed and bushy-tailed for the first day of principal photography in 2013, the original director opted to bail on the proceeding. Marquee names in front of the camera continued to come and go — and Duffield would ultimately watch his Natalie Portman-led Western get significantly rewritten.

If there was any silver lining to the rocky experience, Duffield at least came away with a clearer sense of the warm, inviting set he would want to foster if he ever reached a point where he was no longer handing off his written material to more experienced directors. (In 2017, Matt Shakman, before he directed The Fantastic Four: First Steps and WandaVision, also set a strong example for Duffield when they collaborated on an unsold pilot starring future Whalefall actor Emily Rudd.)

In 2018, Duffield finally made his directorial debut with Spontaneous, an adaptation of Aaron Starmer’s book about two high school students who fall in love as their senior class begins randomly and inexplicably combusting. He even shot a sequence that would eventually become eerily familiar to audiences, one in which hazmat-clad CDC personnel quarantine the students to prevent an outbreak and hopefully develop a cure.

Produced by Awesomeness Films, the movie then embarked on a winding journey to release after Viacom bought Awesomeness and eventually merged with CBS. Paramount was ultimately tasked with releasing it, but outside of a limited number of pandemic-era theatrical screenings, the film was dumped on digital with little promotion. However, the reviews were rapturous, and the Katherine Langford-led film unintentionally became a COVID movie, resonating with housebound viewers, particularly younger audiences who related to the frustration of being sidelined during their formative years.

With a critically acclaimed directorial debut under his belt, Duffield took his Kaitlyn Dever-attached alien invasion spec, No One Will Save You, to market in the spring of 2021. 20th Century emerged victorious in the competitive situation, opting to position the virtually dialogue-free film as a streaming play for Hulu. The result was not only one of the best films of 2023 but also one of the year’s finest lead performances. Unfortunately, it arrived during the tail end of the SAG-AFTRA strike, preventing Dever from evangelizing the work. The film did, however, turn 20th, particularly studio chief Steve Asbell, into serious Duffield fans.

When you hear stories of Hollywood figures sliding into one another’s DMs, they don’t typically involve requests to read a manuscript. But that’s exactly what happened when Duffield made an overture to author Daniel Kraus about his then-forthcoming book, Whalefall. Duffield had just welcomed his second child, a son, and was in post on No One Will Save You when he read the gripping story, set primarily inside the nightmarish innards of a sperm whale. It was the father-son flashback narrative that convinced him it had to be his next film.

Duffield had another ace in the hole. Unbeknownst to him, Allan Mandelbaum, now of Brian Grazer and Ron Howard’s Imagine Entertainment, was also circling Kraus’ scientifically accurate book. Having produced No One Will Save You, Mandelbaum knew Duffield was the only candidate for the job. From there, Duffield’s champions at 20th Century won a fierce bidding war to distribute the pic, which Duffield and Kraus would co-adapt for the big screen.

In a year filled with genuine and manufactured complaints about creative license in adaptations, Duffield had the rare benefit of working with the mind behind the source material, a scribe who understood the differences between mediums and wasn’t going to handcuff the movie to his novel.

“It was such a wonderful process. I joke that he’s my work husband now,” Duffield says of his and Kraus’ collaboration. “Daniel says that writing a screenplay uses a completely different part of your brain than writing a novel, so I genuinely don’t remember there ever being a disagreement or an argument.”

While Duffield was engrossed in the anatomy of a whale, his friends at 20th Century tapped him to contribute to one of their crown-jewel IPs, the Alien franchise. Rumors eventually surfaced that he was writing an Alien movie, and the assumption was that it was a sequel to Fede Álvarez’s Alien: Romulus, particularly after the writer-director exited the project rather unexpectedly following the completion of his own sequel draft. However, Duffield sets the record straight, explaining that he contributed just two weeks of writing work to an Alien title he won’t explicitly name.

“I’m not doing an Alien movie. I know how the rumor started, but no one’s ever asked me to direct an Alien movie,” Duffield clarifies. “20th needed some [writing] help for a couple of weeks, and I helped while I was doing Whalefall because it’s the same people and studio. So that’s not what’s next for me, but hopefully they get it up and running soon. Those actors are so awesome.”

Duffield’s praise for the “awesome” actors presumably refers to Cailee Spaeny and David Jonsson, the two surviving players from Romulus. However, with Ridley Scott recently teasing an Alien: Covenant follow-up during his Dog Stars press tour, perhaps Duffield did preliminary work on a take that would bring Michael Fassbender’s android back into the mix.

Below, during a conversation with THR, Duffield also discusses protecting Whalefall lead Abrams, the unwelcome realities of testing the film and the latest on two of his development projects, Siren Head and Crumble.

A well-executed title drop is always so satisfying, and you really nailed it in Whalefall. As the guy behind Jurassic Party Productions, I figured you wanted to have your own “Welcome to Jurassic Park” moment. Was that the intention?

Well, we always knew we had to explain the title at some point, and we were just lucky that it lends itself to being so emotionally forward. Once you see the movie and learn what a whalefall is, you always remember what the definition is. It’s partially because of Josh’s [Brolin] performance, but it is just such a really beautiful idea that is logical and emotionally resonant.

All year long, there’s been a lot of bellyaching over the creative liberties that Christopher Nolan (The Odyssey), Zach Cregger (Resident Evil) and the Lanterns team took with their respective adaptations. But you actually had the rare opportunity to co-write Whalefall with the Pulitzer Prize-winning author of the source material, Daniel Kraus. How did he generally respond to any changes you proposed?

In all those cases you mentioned, I don’t really get the complaints. They are all incredible adaptations that clearly come from a place of adoration and love. I want to feel like the person doing the adapting adores the work they’re adapting, and that doesn’t necessarily mean there’s no changes to be made. What Zoe [Kazan] has done with Steinbeck’s East of Eden is just unbelievable.

I had the benefit of having Daniel Kraus be a living and willing participant, and it was the best. It was one of the first times I’d really co-written with somebody, and it was such a wonderful process. I joke that he’s my work husband now. When we write together, it’s still a joy, but when we write stuff alone now, I get to see pages and give him notes and vice versa. We just run everything by each other now in such a super healthy way.

Daniel is such a movie lover, and he understood very quickly, before we even started writing, that the movie, by definition, had to be very external. The book is very internal. It’s all in Jay’s mind as he’s figuring things out. You’re in his inner monologue, so shifting away from that was the biggest adaptation trick that we had to pull.

Daniel also says that writing a screenplay uses a completely different part of your brain than writing a novel, so I genuinely don’t remember there ever being a disagreement or an argument. I work really hard to be a “best idea wins” guy, and if I really think I have the best idea, I have to convince that person it’s the best idea.

We both went at any potential change by saying, “Let’s try it. Let’s see if moving this scene or re-gutting it changes how we feel.” And every time, we’d either be like, “Oh, that’s better” or “That’s not as good.” Part of the joy of adapting this novel is a lot of the choices are already made for you because Jay has very few options on where he can go and in what order events can happen. He’s inside the first stomach, and then he gets inside the second stomach. So a lot of the linearity is baked in, and then our job was knowing when to deploy Brolin’s Mitt flashbacks. So we’re not inside Jay’s head like the novel, but we still feel like we are.

Jay doesn’t go off to college in the book. He’s still in high school, and he runs away to a friend’s house.

Yeah, in the book, he starts off as a 17-year-old who hasn’t left home yet.

But the movie has him return from college in Iowa, presumably as a nod to Kraus having attended the University of Iowa. However, were you at all worried that your archnemesis, BenDavid Grabinski, might think it was a tribute to him, since he, too, went to school in Iowa?

(Duffield looks genuinely stunned.) No way. Fuck. He hasn’t seen the movie yet, so I did not know he went to school in Iowa. I’m fucked. There’s probably still time to change the cut. (Laughs.) I’m horrified about this.

People are going to think your very real feud is over.

I’m going to hear about this for the rest of my life. I picked Iowa because it’s landlocked, and it just felt as opposite from Mitt as possible. So that was part of it, along with the fact that my wife was born in Iowa and Daniel grew up there. Mitt tried to raise a seafaring son, but then he’s like, “I’m moving to Iowa.” So Mitt knows it’s an unspoken rejection of him until it’s finally said outright.

Why did you age Jay up in the first place?

In the novel, Jay moves out of the house [at 15] to live with a friend for a couple of years. It was to avoid his dad, but a movie would need a few scenes to explain that. So we needed to age him up a little bit, and I just liked the simplicity of this guy who thought leaving the Central Coast for college would fix him and his problems. He thought the distance between him and his dad would resolve naturally. He has the classic young man-running-away-from-home issue where he knows something is wrong with himself and he can’t figure out what it is.

So he has all these ideas in his head about what he has to do to fix the hole inside of him. And having him decide, I’m going to go home and do this insane task [to find Mitt’s underwater remains], felt, at least cinematically, like a more direct and elegant approach. The novel can spend a lot of time with his friends and explain family dynamics, but I knew that everyone who’s going to see this movie is expecting a whale to show up. So we had 10 to 15 pages to do all the character work we needed before people were going to say, “Okay, give me the whale.”

This question was likely prompted by the Noah Baumbach reference in an early script of yours called Your Bridesmaid Is a Bitch. Of course, a squid is a likely creature for a whale to pursue, but do you know if Kraus was trying to make an esoteric Baumbach joke by having the inciting incident involve a squid and a whale?

That’s funny because I don’t remember [Bridesmaid’s] Noah Baumbach reference. I believe you; I just block things out so quickly. But I don’t think Daniel had any Baumbach inspiration in mind for Whalefall.

It’s funny, my whole career started because David Ellison and Dana Goldberg bought that Bridesmaid screenplay. My first meeting in Hollywood ever was in David Ellison’s hangar, and Skydance was making True Grit at the time. I actually just saw Dana Goldberg a couple of weeks ago for lunch, and we were both like, “Look at us. This is crazy.” But I owe them a lot, and it’s been wild to see what Skydance has done. I think Bridesmaid was the first [spec] screenplay they ever bought, so you could say I made them. (Laughs.)

Zach Cregger really wanted to know whose movie made Austin Abrams suffer more. I asked Austin about it before I saw Whalefall, but he both-sides the issue, opting to be Switzerland. Having now seen both movies, there’s no question that Whalefall put him through the more unbearable crucible.

Yeah, I agree. I’m not proud of it, but just the fact that Austin can move his arms and legs freely in Resident Evil gives me and Whalefall the edge.

A 150-pound blood bag that was dropped from the top of a building nearly crushed Austin to death on the Resident Evil set. Did you guys have your own close call?

No, but unlike that wide-open sequence in Resident Evil, our space was so small that the difference between Austin hurting himself and not hurting himself was a matter of inches. On Resident, if Austin ran in a straight line, he was probably fine, but there was no way for him to move in a straight line on this movie.

He didn’t have a lot of physical control over what was happening to him. The stomach was on a gimbal that’s basically a bucking bronco. It launched him all over the place, and he wasn’t really in command of where he landed a lot of the time. He was just getting tossed around, and there’s no hitting your mark inside a 360-degree stomach. But our stomach sets were squishy, so there was a lot of good padding in there.

So we went above and beyond to prioritize safety. Every option needed to be the safest option possible or else he would get hurt. And thankfully, he didn’t get hurt. There would’ve been no other actors to cut to or schedule to give him time to heal. It’s all a real testament to the production design team, Shauna [Dugguns], our stunt coordinator, and Austin himself.

He used a real oxygen tank inside of the stunt tank, and that was because there was so much water in there. If he got compressed in between water, we didn’t want him to drown. He also really wanted that oxygen for his performance.

As a director, it was all a really scary place to put an actor. He would scream while the cameras were rolling, and if he kept screaming after I called cut, things would’ve been really bad. I remember having that fear all the time. Whenever I’d call cut, the silence afterwards filled me with relief because he wasn’t hurt. He had the regulator in his mouth so there would be no way for him to get a word out if he was hurt, but you could still see his eyes and hear him scream.

So we worked really hard to not kill Austin Abrams, and Zach would’ve also killed me if I killed Austin Abrams since Resident Evil was shooting with him right after we wrapped. Keeping him safe and healthy was good for all of us.

What did you learn and apply from test screenings?

This was a really hard movie to test-screen for a couple reasons. Visually, it takes a while for the movie to make sense, and all of our lighting rigs were inside the stomach until we could erase them with CG. When you’re asking an audience to go with you on a journey to a new place, like the inside of a whale, seeing all of that gear in the shot just instantly confuses people. Even film professionals, not just test audiences, would ask questions about how the whale swallowed that filmmaking gear and why we never explained it. So there was always a big hindrance during test screenings, not because of a problem with the movie, but because it was still so early in the process.

The second thing that made test screenings such a nightmare was that, inside the stomach, Austin was on top of a gimbal being controlled by six or so people. The camera crew was typically two feet away from his face at all times, and with water splashing around in there, the movie just sounded horrific and atrocious for months. We never tested the movie with good sound, which is not unusual. Your sound process is usually the last thing you really finish on a movie. So there were always these huge roadblocks for audiences. I remember sitting in during tests and being like, This sounds irritating, because you could hear all this other stuff, and you couldn’t really understand what Austin was saying because the dialogue hadn’t been cleaned up yet.

It was great that people still liked the movie, but there were a lot of things that confused them. I was like, “He literally explains it out loud, but it’s impossible to understand what he’s saying [due to the temporary sound].” The studio was really terrific and supportive, just to be very clear, but the question really became, “Are they confused? Or can they just not understand what he’s saying and what’s happening?”

I remember talking with the studio and being like, “I just want to direct Jerry Maguire or any other movie that makes sense for test screenings.” I tested No One Will Save You without aliens, and that was also a really crazy experience. People thought it was about this girl who was running around the house and losing her mind. I was like, “Eventually, there will be a lot of aliens in the alien invasion movie.”

I have my feelings about testing, but this movie in particular was a real struggle to test. We made a couple of adjustments based on some things they said, but finished sound design changes a movie’s pacing. It changes the entire experience of a movie. So testing a movie that temporarily sounds irritating is really, really hard.

We did so much work on Austin’s regulator inhales because they can sound really harsh and sharp in reality. You would hear these nasty suck-ins 30 times a minute, and you’d start to get a headache after a while. So even his breaths needed a lot of work, sound-wise, to get them to where you don’t really notice them. All of that happened two months ago.

What’s the story behind you writing what is now JT Mollner’s Skeletons? When did you get a chance to even do it since you’ve been busy directing for a while now?

I was supposed to direct that movie a while ago. I wrote it to direct it at Bad Robot and, at the time, Universal. It was called Fail-Safe when I wrote it, and it was named after the short story by an amazing author, Philip Fracassi. Whalefall was always happening the next year, and so the hope was that I’d be able to shoot Fail-Safe first. We got pretty down the road with making it until things changed at Universal, as they do sometimes, and it got pushed. By the time things were figured out after it got pushed, I was just like,”I do not have the time to do this movie and then go into Whalefall.” So, sadly, I had to put my child up for adoption, but I hope it’s good. I know very little about it. I haven’t been involved. I’ve been in the whale.

I keep hearing a persistent rumor about what you’re working on next. Is there any truth to you and Alien?

I’m not doing an Alien movie. I know how the rumor started, but no one’s ever asked me to direct an Alien movie. 20th needed some [writing] help for a couple of weeks, and I helped while I was doing Whalefall because it’s the same people and studio. So that’s not what’s next for me, but hopefully they get it up and running soon. Those actors are so awesome. [Writer’s Note: Duffield preferred to keep the project’s identity purposefully vague, but his reference to existing actors likely suggests that he was lending a hand to either Romulus or Covenant-related follow-ups.]

Is Siren Head next?

I don’t know. I’ve got to jump into Siren Head with Zach [Cregger]. We’ve both been giving birth to these weird babies over the last couple of months. We were both in post when Siren Head came our way, and then Zach very quickly had to go do his release run with Austin. Then he got back, and I left to go do my release run with Austin. Obviously, everything at Warner Bros. is very different than it was when we set it up there a few months ago.

When I come back to life in a couple of months, I’m sure Zach and I will meet up and continue working on it. He had a really cool idea for it, and I was really honored that he invited me to the party. I’ve really been enjoying this idea of how it is a very modern American folklore kind of thing. So we’re taking it in a very interesting direction that I think will surprise people.

I’ve also been getting to know Trevor Henderson, who created the Siren Head lore. Every time I talk to him, he’s really excited about our ideas, and he feeds the ideas too. It’s similar to working with Daniel Kraus, and he, coincidentally, knows Daniel really well too. I’m not interested in making something that the creator is not tickled pink by, but so far, Trevor has been an awesome ally and a really cool guy. So it’s been really fun to learn about that whole reality that he’s created with Siren Head.

What about Crumble?

Crumble is a project that I’ve had at Laika with Lord Miller for a while, and when they tell me I can go shoot it, I will. I’m dying to go do it, but it’s very big, ambitious and, by default, expensive. So other things have to click into place for that movie to happen, but hopefully it happens soon because we’ve been working on it for a while now.

I Play Rocky is coming out soon about the making of Rocky. If it does well, would you at least take a meeting about a Jane Got a Gun making-of movie?

No, the difference is one behind-the-scenes story turned into Rocky, while the other one for Jane Got a Gun just turned into therapy bills.

Josh, Austin and every actor I’ve worked with will back this up, but above anything else, I really value a sane, healthy set that people enjoy working on every day. If everyone feels comfortable to share ideas and to collaborate and feel like they’re heard, that’s just the best way to make movies. I don’t want anyone to dread going to work the next day. We’re making movies; we’re not solving huge ethical problems.

My memory of my limited time on the Jane Got a Gun set in New Mexico was not that feeling. But sometimes, you learn your lessons the hard way, and while it was not fun to be a part of, it taught me what kind of place I want each set to be now that I am the head honcho on set. Hopefully, they’re not places that would require a horrific making-of movie.

When it happened, I turned down a couple publishing offers. It was so nutty, and I was just like, I don’t need to revisit it. Some things are better off dead in the past, and that’s one of them. But I love Westerns, and I’ll have to do another one at some point just to cleanse that pretty notorious disaster from myself.