The Big Picture

Collider’s Steve Weintraub moderates an extended Q&A with
Brothers
director Max Barbakow after an advanced screening.
Prime Video’s
Brothers
stars Josh Brolin and Peter Dinklage as estranged brothers pulling off a heist and embarking on a dangerous road trip.
During this interview, Barbakow discusses the development of the film, working with the talented ensemble, and upcoming projects in an exclusive Q&A.

For years, audiences have called for Josh Brolin and Peter Dinklage to star opposite each other as siblings in some form or fashion. The likeness, some say, is uncanny (particularly their “big heads”), so why not put two Hollywood forces together and see what crops up? Enter Palm Springs director Max Barbakow and writers Etan Cohen (Tropic Thunder) and Macon Blair (The Toxic Avenger) with Brothers, a fresh, Prime Video original comedy that stars a stacked cast.

In addition to Brolin and Dinklage, this movie enlists the talent of stars like Academy Award-nominee Glenn Close, Academy Award-winner Brendan Fraser, the late M. Emmet Walsh, Marisa Tomei, and Taylour Paige. This ensemble delivers a comedy about estranged brothers, Moke (Brolin) and Jady (Dinklage), who reunite to attempt a final major heist.

Following a special advanced screening, Collider’s Steve Weintraub had the opportunity to sit down with Barbakow for an exclusive Q&A to discuss the director’s sophomore feature. Check out the full conversation in the video above or the transcript below to find out how this idea developed, what it was like perfecting that orangutan sequence, casting a star-studded comedy, working with The Lonely Island on Palm Springs, and Barbakow’s upcoming body-swap comedy starring Julia Roberts and Jennifer Aniston.

Training With Werner Herzog in Cuba

COLLIDER: I have a few curveballs before we actually get into this. I read that you trained with Werner Herzog in Cuba. What the hell is that about?

MAX BARBAKOW: I saw an ad for a masterclass with Werner on IndieWire — this is after I finished film school at AFI — and applied and got in. It was essentially three weeks with, like, 49 other filmmakers from around the world at the national film school in Cuba. He gave us a prompt, which was “through a window,” and you were supposed to just go make films out in the bush, in the town, around the campus. It was great. It was an incredible experience.

Was 49 other students too many, or did it work all work?

BARBAKOW: It was perfect. Everyone was kind of a one-man-banding it. He was trying to train, as he does, soldiers of cinema. The only stipulations were you could make a poem, you could make a narrative movie, you could make a documentary, just no journalism. Then he just sent you out to do your thing.

He has made some amazing films, and he has the greatest delivery of any person.

BARBAKOW: Oh, the best. I remember I showed him a cut of the thing I was working on, and it was so nerve-wracking. You’re watching Werner watch your thing. Then he turns to me, and he’s like, “You are finished. Do not touch a frame. If you continue working on this, I will stab you in the back with a snow shovel.” But his point was, I wasn’t great, it’s just like “It’s imperfect. You’re done. Go keep making things.” Which, you know, you’re in Cuba with Werner Herzog. We all made a bunch of stuff. It was really an incredible experience.

Related 10 Underrated Movies Recommended by Werner Herzog There are few filmmakers as accomplished as Werner Herzog, and these underrated movies have earned his approval.

What do you wish more people knew about being a director?

BARBAKOW: Truly, how much your collaborators matter, and how collaborative the art form is. If you’re doing it right and things are going well, it’s almost like you’re conducting or you’re steering a ship or something like that. It can be very hands-off on the day when when you’ve inspired your department heads, and you’ve had a good prep, and how enjoyable that can be. It could be stressful, of course, but when you’re in the zone, and you’re in the flow state, and everybody knows what the vision is, it could be a very blissful, transcendent experience.

How The Lonely Island Helped Get ‘Palm Springs’ Off the Ground
Image via NEON

I wanna go backward. You premiered Palm Springs at the Sundance Film Festival, and you guys went in there with the film for sale. How nervous were you when you premiered there, like, “Will someone actually buy this?” And what was it like when not only did it sell, but it was a huge sale?

BARBAKOW: Andy Siara, my good buddy and collaborator on that from the beginning, the screenwriter, he and I were working on that thing on the sly for a while. Ever since the first time we had the good fortune of meeting The Lonely Island and Andy [Samberg] and Akiva [Schaffer], I remember before that first meeting, when we went in, the script was already written. We ended up doing work on the script with them, but it was really just about seeing if they would be down with me directing it, and if we were seeing the same thing. From that day, when we were like, “We get to meet these heroes,” I suspended all expectations for that thing from then on through Sundance. So, I was just every step of the way so stoked, no expectations.

We’d had a test screening where I sat in the back and I couldn’t hear the laughs, and I told myself I would never sit in the back of another screening because I didn’t know how it played. Of course, at Sundance, you get up, and you intro the movie, and then I’m put in the back. [Laughs] So, I knew we got a laugh at the top of the movie because The Lonely Island Classics card came up, and I was like, “Alright, this is going well,” and then the arrow hits, and that was a laugh. But I really had no idea how it went. I knew it went well, and then the reviews started coming in during the party. We had the quintessential all-night Sundance experience with the bidding war and stuff, and it was a crazy experience that we did not expect and was just very gratifying.

It affirms the notion that you just gotta go make stuff with people you love, kind of on the sly. I had a mentor who always told me to have the courage of your peculiarities, and that movie is just full of stuff that was amusing to us. We had great partners who protected us and allowed us to realize it, so it was a dream experience across the board.

Related The Ending of ‘Palm Springs’ and Why Existence Is Better with a Buddy Breaking down the conclusion of Max Barbakow’s excellent movie.

The film sells and you get back to LA. What was it like doing the quote-unquote meetings around town? Did that happen for you?

BARBAKOW: It was great because. I mean, the pandemic hit, too, so I did a lot, and I did more than I could probably have fit in a day because I was doing them over Zoom. I got to meet a lot of great people and got to see how this business works in a way and who’s out there making stuff. You have to remember to kind of get back to work after a while because you could spend a lot of time meeting people and having speculative conversations.

‘Brothers’ Happened Because of Josh Brolin and Peter Dinklage’s Big Heads
“That’s as good a reason as any to do a movie.”

How did you decide what your project was gonna be after Palm Springs ?

BARBAKOW: I was working on different things, but I knew I wanted to go make something immediately just because of how crazy the reception of Palm Springs was. Again, you’d be talking forever or be overthinking what the next thing is forever, and very quickly, I met Peter Dinklage. We were actually working on a different project together at the same studio that would have taken us to Bulgaria for many, many moons — that changed just because of COVID scheduling. He then sent me this thing, which Macon Blair wrote, and I’m a huge Macon Blair fan. From the first page, reading the script, I’m like, “These are my people.” Josh was attached, as well. “I understand this vernacular, this attitude, the comedy, the razor-sharp character work.” It just spoke to me, and I didn’t really overthink it too much. I was like, “I wanna go do this.” Peter was in and I talked to Josh, and we got to know each other, and then he was in, and then we went out, and we got Glenn Close, which she was, surprisingly, in. That was remarkable. So, just as all good things do, it came together relatively quickly.

Image via Amazon Studios

Peter and Josh have told me that this movie happened because the idea was, “We both have big heads. We should do something. We should play brothers.” Something along those lines.

BARBAKOW: Indeed, yeah. I mean, I have a big noggin, as well, so that’s as good a reason as any to do a movie. [Laughs]

This is not a bullshit thing.

BARBAKOW: No, it’s real. Brolin called up Dinklage, and said, “Hey, dude, we both have big heads. We should play brothers.” From there, they developed the movie. By the time I got it, Macon had got his fingers into it, and it was all very authentic.

It’s fucking crazy.

M. Emmet Walsh Was “Twisted and Fearless” on the Set of ‘Brothers’
“It was a really special experience.”
Image via RLJE Films

So I have to touch on this. I am a huge fan of M. Emmet Walsh, and this is one of his last roles. He’s since passed. What was it like when he said, “Yeah, I’ll do this?” Josh and Peter were saying his memory wasn’t 100%, so what was that like?

BARBAKOW: He was like, “Are you sure?” And I was like, “Yeah, dude!” I think he also thought Ethan Coen was involved. [Laughs] He was very forward that his memory was kind of going, so we were prepared for that. I met him the night before at the hotel, and he came with his pen and a script, and I don’t think he had read it. [Laughs] We were going through the scene, I was ready with the cue cards behind the camera, and we just were very surgical and deliberate about how we shot that. But a lot of it was, honestly, probably the most fun collectively we all had on set during this movie because I was just shouting his lines at him, and he was repeating them. Then the things that would come out of his mouth were just so different and twisted, and delightfully so. But he was fearless. He was the sweetest man. He showed up with $2 bills for everybody and baseball cards with his credits on them and was handing those out. It was really fun.

At one point, he was in the scene with Josh when he goes to get the gun, to pay for his brother’s freedom and get the gun back, and he said a line that just did not make any sense, and the entire set broke. After two beats, everybody just started laughing. He started laughing, too. It was really, really fun. It was a really special experience.

Please tell me you have one of these baseball cards still.

BARBAKOW: I do. I should have brought it. I actually got a couple because I was like, “These are amazing.”

You need to get one of those slabbed so you can show it to people and not have it ruined.

BARBAKOW: Totally. He signed the $2 bills, too.

Thanks for inviting me to set.

Our Oscar-Winning King, Brendan Fraser, Is a “Total Sweetheart”
Image via Prime Video

The rest of the cast is, pardon my language, fucking crazy. Brendan Fraser doing comedy… Talk about getting Brendan.

BARBAKOW: He’s great in this role because he’s a lunatic, and he brought that to it for sure. But it’s Brendan Fraser. You love Brendan Fraser. There’s a vulnerability and a softness there, and he so badly wants to just be a brother to these guys, too, in a way. He’s looking for love. But we just asked, man. I met with him and he was ready to go. These guys at the top of the call sheet, the tone of the movie, they set a standard for everybody else who is joining the cast to be open to subverting what you would maybe expect from them in a movie. So, everybody kind of got the memo. And Brendan was there for the run of the show. He wasn’t in the whole movie, but he was just the consummate team player, and a total sweetheart, and came with ideas every day.

When you’re working with people like this who are very, very talented actors, what is it like as a director giving direction? Those first few days, are you a little nervous? What’s going through your mind? Towards the end of the shoot, how does it change?

BARBAKOW: It’s definitely surreal. We had the luxury of having some rehearsals on this movie, so you look up and it’s Brolin, Dinklage, Glenn Close, and we’re rehearsing, and they’re looking at you, and you have to contribute to the conversation. [Laughs] But Josh told me something — I didn’t pretend like it wasn’t my second movie, and he said that he liked that. I think that got him to trust me a little bit, and we kind of built it from there. As a director, I always try to intuit, or sometimes I’ll just straight up ask, “What do you need from me?” Every actor is different, and it takes however long it takes, but we really built a really fun, solid company. Peter and Josh were a huge part of the energy that was driving that, just with how much fun they were having between setups and the energy they brought to the set. But by the end, it was a total bummer when the shoot ended. It was really fun. We really, genuinely enjoyed making this movie together.

Image via Prime Video

I also haven’t talked about Marisa Tomei. It’s crazy, the cast you put together. I love the scene of Peter on the bed doing this crazy dance with Marisa standing there, and you’re cutting to the orangutan, which is bananas. There’s no other word. Where did the idea for the orangutan come from, and what happens with that?

BARBAKOW: Brolin could speak to this, but I think it’s actually based on an experience — not the exact transaction in the scene, but he had an experience with a monkey growing up as a kid. A lot of this comes from them developing the movie and Macon putting stuff in the script, and it kind of growing from there. A lot of this stuff was on the page, and then you just play around with these actors, and you find moments. That was designed, the intercutting of that whole sequence, with Marisa. We had her for three days, but she just elevated that to such a fun and unexpected place for sure.

Also, Peter’s dance moves.

BARBAKOW: Yeah, Peter’s dance moves. We were crammed for time on that day and I kind of blacked out. Then you watch dailies, and you’re like, “It’s gonna work! It’s fantastic.”

Whose idea was it for the Yoo-hoo?

BARBAKOW: We had amazing production designers, Courtney and Hillary [Andujar], they’re twins. They brought a lot of imagination in terms of the props, and Mike Scherschel, too, our prop master in this movie. Again, this speaks to your job as a director when you can hire the right people, communicate the vision, and everyone’s inspired to get weird. That’s where that stuff comes from.

Glenn Close Mooned the Cast of ‘Brothers’
Image via Prime Video

What do you think would surprise people to learn about the actual making of the film?

BARBAKOW: You see what you get. It was a wild time making this. I would say just how kind the dudes were to each other. [Laughs] They’re kind of at each other’s throats the entire time. I would say how down Glenn Close was to get weird and try things. There was a moment in the mall where Peter and Josh both broke, and I looked behind me and she just was mooning everybody, which was pretty incredible. Another moment that mall, Josh had somehow commandeered a techno crane, and Peter had a pink wig on and was voguing for the techno crane as he was operating it and directing him. So, there was that between every set. We made our days — I think that would be surprising. I’m telling you these stories, and we still managed to make our days. [Laughs]

I love seeing abandoned malls like that because it’s like, “What the hell happened?” But also, “Can we film a zombie movie today?” When you’re in a mall like that, how much inspiration do you have to do a George Romero-type thing?

BARBAKOW: Big time. If we had more time, we could do the Roger Corman thing where we shoot a zombie movie with the two extra days we have, or whatever, in that mall. We built our entire show out of that mall, like our production offices were in that mall, as well, and there was another movie shooting on the other side of the mall.

Do you remember what movie it was?

BARBAKOW: Secret Headquarters was the movie. They were a pain in the ass, Secret Headquarters. [Laughs] Their carpentry was giving us trouble for a little bit.

Related ‘Secret Headquarters’ Becomes Most-Watched Original Movie on Paramount+ The film stars Owen Wilson, Walker Scobell, Jesse Williams, and Michael Peña, among others.

You filmed in Georgia. I’m assuming you went there for tax reasons. I think a lot of people are like, “Why isn’t more filming in LA?” I hear this from so many people, especially crews. So, as a director, how much more do you really get on screen when you do go to Georgia to film something?

BARBAKOW: There’s a lot of location work in this movie outside of the mall. Again, Macon wrote the script, and it’s this ambiguous mid-Atlantic southeastern vernacular at play. It made sense to go there geographically, and you get money back — I can’t remember what exactly we got back. What they don’t tell you is Hollywood is in the desert in California for a reason. It’s all changing now, but the weather is historically good. There’s so much thunder and rain in Georgia. That really messed us up on the shoot. So, there’s a trade-off there. It kind of threw a wrench into our schedule. But yeah, it’s for tax reasons. I hope they bring work back here because it’s such a fun place to work. We made Palm Springs, not in Palm Springs, but all around Los Angeles County, and it was a pleasure to be able to sleep in our own beds at night.

I just did some interviews for a different movie that shot in LA, and one of the things you get in LA is that all your supporting characters are big-name actors.

BARBAKOW: Totally. They could come play for a day.

Exactly. Other people have told me it’s just a lot more money to film here. I don’t know what can be done, but it would just be great.

BARBAKOW: I saw some headline, and I feel like they need to start trying because it would do a lot.

I love talking about editing. So, you have a cut you’re happy with, you show it to friends and family — what did you learn from that screening that impacted the finished film?

BARBAKOW: This movie is a little under 90 minutes, which I think is a good length for it. The cut I showed was a little longer.

You say a little longer. Like 1:45?

BARBAKOW: No, no, no, probably, like, 1:50, something like that. There were scenes that were lifted out of here. There’s more Taylour Paige stuff that’s on the cutting room floor. It just always helps to know where the laughs are, as well. With this movie, too, there’s an undercurrent of pathos and real stuff being worked out about this family that you wanna make sure people are feeling those moments, as well. So, that whole process is extremely useful and helpful.

I’ve spoken to some filmmakers and they have three or four months for editing, and others spend a year. What was it like for you in the editing room, and how did it compare to Palm Springs ?

BARBAKOW: With Palm Springs, we were sprinting towards a deadline and we had probably three to four months, and this was probably about the same, honestly. Maybe a little longer with VFX and stuff. My dream with filmmaking is to get to a place where you could shoot — some filmmakers do this — a third or two-thirds of the movie, and then go on hiatus and figure out what you’re doing, cut a little bit, come back, shoot the rest. For some reason, Her is popping into my head. I know they cut that movie for a couple of years or something like that, Spike Jonze’s movie.

image via Warner Bros Pictures

In Asia, there are a lot of places where they will shoot for three weeks and then look at the edit and then shoot again. It’s just not the American system. Other places do what you’re talking about.

BARBAKOW: This is kind of tangentially related, but we did a lot of French hours on this movie just because of the weather and problems that we had with schedule, which means we didn’t break for lunch and we had walking lunches. Everybody had a chance to eat and it was very nice. I really enjoyed that. I think everybody did because we didn’t have to break and come back. We just were more efficient about our time. So, there are other ways of doing things that you find them and can add them to the toolbox.

You’ve now done these two features. What have you learned about filmmaking that you didn’t know before making these two things that you’re gonna take with you to the next thing that you direct?

BARBAKOW: A big thing is I had an amazing moment with Glenn Close on this movie where she said to me, “Just direct me like Fellini.” I said, “You worked with Fellini?” And she’s like, “No, but he gave his actors result-oriented direction. ‘Do it happy, do it sad.’” I’ve always thought there was some mathematics to work out to make direction active or to play games, and just that directness kind of blew my mind. So, I think eliminating a lot of the mystery in terms of how you work with actors, that was a big one that I learned that I wanna take forward. I don’t know, every project is different. I’m trying to do a different thing every single time. So, we’ll see. After you finish something, you’re kind of trying to figure out what you’re into again, what you’re after. So, TBD, I guess, in that respect too.

Julia Roberts and Jennifer Aniston’s Body-Swap Comedy Will “Tread New Territory”
Image via Smoke House Pictures 

I read that you were developing a body-swap comedy with Julia Roberts and Jennifer Aniston. What’s the status of that project?

BARBAKOW: We’re working on it. It’s fun. It’s going well. We’re using that genre and device much in the way that we use the time loop in Palm Springs to hopefully tread new territory with it.

What was it like actually getting them? How do you land those two who are being sent the best scripts in town?

BARBAKOW: Well, it was nascent. It was more of a pitch of something that could be. You just try to have a conversation that could capture the imagination, I guess. And yeah, I’m still pinching myself, so I’ll let you know. [Laughs]

Once you have their names and you know these two are interested, how does it change the writing process? Can you hear Jennifer or Julia speaking these lines?

BARBAKOW: Totally. Absolutely. They’re doing each other in a way, but then they’re also these icons. We all have an idea of them in our imagination and in the popular lexicon, so you wanna play on that too, and them doing versions of each other in that respect. It’s really fun.

Image via Warner Bros.

Are you focused on one project, or are you developing other things?

BARBAKOW: I’m all over the place. That’s the main one, but it’s helpful for me to turn it off and look to other stuff. So, yeah, there are a lot of irons.

Guillermo del Toro had eight things being developed at once because he’s like, “You just don’t know what’s gonna get made.” I’m assuming the same is true for you?

BARBAKOW: Totally. I’m just very curious, too. I work to stay curious and to learn so that naturally lends itself to different lanes.

With this project, what shot or sequence in the film ended up being the real pain in the ass?

BARBAKOW: The most work was definitely the orangutan, but that was a pleasure because everybody was so inspired by that. It’s the best when you’re having conversations about the specifics of something, and it’s that. [Laughs] Everyone is asking about hand motions. We actually scored that sequence. Devyn Dalton was the mo-cap performer who did a great job, and it was even more absurd shooting it because you have a person in a mo-cap suit with Brolin in that room. She gave us great facial expressions to work with, but we scored the sound throughout that entire sequence for the animators to use to inform the facial expressions, which was very interesting. I would say maybe just getting the right voice performer for those sounds, that was a pain in the ass.

That sequence is very, very funny. For the future, how much are you actually gonna write yourself? How much are you reading other people’s scripts? And how important is it to you to write what you are gonna direct?

BARBAKOW: I always just need to weigh in. If I’m reading someone else’s script, like this came to me, I’m a very colorful family, and I’m adopted and the story of my adoption and how I ended up with my family is very formative to who I am, and it’s complex. It’s not mom running out of Thanksgiving dinner with her boyfriend, who’s bleeding out, and leaving, but I could relate to a lot of the stuff in the movie. I’m a Moke. I’m a younger brother, I’m a brooder, and I’m a beta. I’m trying to learn how to love myself. I have since I made this, but that was my way in so I could find a way into the writing, and I really wanted to work with Macon and these dudes, too.

I have stuff that I’m working on that I’m just gonna direct, and it’s a similar process of collaboration, and then this body-swap thing. That’s just something that comes to me, so there are no hard and fast rules. But again, it’s a collaborative art form. I love collaborating with people and it’s fun to get in a room and kick around ideas.

Brothers is available to stream on Prime Video now.

Brothers (2024) Two criminal twin brothers, one trying to reform, embark on a dangerous heist road trip. Facing legal troubles, gunfights, and family drama, they must reconcile their differences before their mission leads to self-destruction.Director Max Barbakow Cast Josh Brolin , Peter Dinklage , Taylour Paige , M. Emmet Walsh , Jen Landon , Brendan Fraser , Glenn Close , Gralen Bryant Banks , Andrew Joseph Brodeur , Margo Moorer , Brooks Indergard , Jonathan Aidan Cockrell , Joshua Mikel , Pat Fisher , Nathan Hesse , Taylor St. Clair , Alonzo Ward , William Tokarsky , Matt Lewis , Roger Payano , Marisa Tomei Expand

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