“Every Day I Was Like, ‘What Am I Doing?’”: The Making of ‘Poor Things’

In a scene early in the movie Poor Things, Emma Stone gleefully flings some kippers across a dining table at Ramy Youssef’s face. It’s a weird and important moment, one in which Stone is establishing her character as a childlike Victorian woman, someone oblivious to social mores and free of shame. Stone and her director, Yorgos Lanthimos, were anxious about getting this section of the film right, because it sets the tone for all that is to follow. To help his actors shed their self-consciousness, Lanthimos deployed a trick.

Before the official start of production, Lanthimos planned to do what he was calling a camera test on the scene. Yes, everyone would be in costume, the sets were finished and there was film in the cameras, but cast and crew would be working, as Stone says, “in a pressureless way that’s like, ‘Well, it’s just a camera test.’ ” The trick worked: The scene they shot that day ended up in the final film and became a jumping-off point for Stone’s unhinged performance as protagonist Bella Baxter. 

“Every day I was like, ‘What am I doing?’ ” Stone says of her acting in the film. “[Lanthimos] was like, ‘I don’t know, but it seems crazy.’ ”

Poor Things, which screenwriter Tony McNamara adapted from a 1992 Frankenstein-inspired novel by Scottish writer Alasdair Gray, follows Bella’s evolution as an undeveloped human whose brain has been transplanted into the body of a mature woman. Along the way, she encounters a range of men who seek to control and shape her, from Willem Dafoe as Dr. Baxter, the brilliant scientist who created her, to Youssef as Max, Baxter’s student who wants to possess her, to Mark Ruffalo, cast dramatically against type as Duncan, a cad who plans to show her the world. 

The Searchlight film reunites Lanthimos and Stone after their 10-time Oscar-nominated 2018 period comedy, The Favourite; they also collaborated on a 2022 short film, Bleat, and an anthology film, Kinds of Kindness, which Searchlight will release in 2024. Although the two have very different approaches — Lanthimos communicates with restraint while Stone exudes a “joyful immediacy,” as costume designer Holly Waddington puts it — the partnership clearly works. 

“They finish a take and look at each other and he can say two words or just shrug, and she’ll be like, ‘Yeah, yeah, yeah,’ ” McNamara says. “They have a similar sense of humor, and also they want to explore. They want to see what the limits are. They’re fearless creatively.”

Lanthimos, who began his film career in Greece, first read Gray’s novel in 2010 and optioned it after his English-language debut, 2015’s The Lobster, exposed his work to wider audiences. It would be years before he had the creative clout to mount Poor Things in the ambitious manner he envisioned. Lanthimos had fallen in love with Bella as a character, but he wanted to tell the story with a key departure from the book. In the novel, McNamara says, “all the men tell Bella’s story. And then 700 pages later, she tells her story for two pages, and it’s nothing like anything the men said. So that was one of the keys: This is a movie about a woman and all the people who try to control her body, her ideas, her experience of life.” 

As Lanthimos and McNamara reconceived it for the screen, Poor Things makes for a pretty sharp gender critique. “I recognize myself as a man in many of the male characters,” Lanthimos says. “And I feel like it’s important to acknowledge the role that males have played in constructing this monstrous society that we live in. It felt freeing to be able to say, ‘Yes, this is how it works, this is what we do, and it should probably not be like that.’ ” 

Lanthimos began talking to Stone about Poor Things while they were making The Favourite. She was drawn to the opportunity to play such an inchoate character, and signed on to produce as well. “The idea of going back from scratch, seeing the world anew, and not having shame around pleasure or joy or pain,” Stone says. “Experiencing it all for the first time, that was the most exciting part to me.” She and Lanthimos conceived of Bella going through five stages of metamorphosis, from the toddler-like state she inhabits in the beginning of the film to the wisdom and maturity at the end of it. The production schedule required that she shoot those dramatically disparate stages back to back.

The cast had three weeks of rehearsals before shooting began. “It was three weeks of play,” Ruffalo says. “All we did was play theater games. And if we ever did read a scene, which was maybe 10 percent of that time, we were throwing a ball at each other during the lines or wrestling each other trying to do the lines or saying the things about a person’s face that we thought were the most interesting and why between each line. We were learning it, but we were learning it by feeling it. And at the same time, we were just getting very loose with each other and very free and playful.”

Lanthimos normally shoots on location and had begun to think about Budapest or Prague for the film, but decided instead that he’d need to construct Bella’s world from scratch. “I felt we would have to build a world which resembled her way of viewing things,” Lanthimos says. “That meant that we would have to build it in a studio, even the exteriors, and create this tweaked reality that was based on familiar things in a familiar period — the Victorian period that the novel takes place in — but an alternate universe.” 

Production designers Shona Heath and James Price took over numerous soundstages at Origo Studios in Budapest, where they built Baxter’s ornate house, an ocean liner, a brothel and the cities of Alexandria and London. For Lisbon, where Bella has her first experiences out in the world and gets lost for a day, they built a detailed city at Korda Studios, on the largest soundstage in continental Europe. 

“Yorgos’ one brief to us was that he wanted to make a 1930 studio movie, but with techniques from now,” Heath says. To accomplish that, they used painted backdrops and LED screens to help create a sense of epic scale. “Lisbon had to perform,” says Heath. “It had to be big enough for her to really get lost in. Yorgos wanted a few different options of her getting lost, not just one route, so that meant everything had to be finished to the same level of detail.” The sets are full of design elements a casual viewer of the film will probably miss, like light switches shaped like clitorises at the brothel where Bella works.

In conceiving how Bella would dress, as a child inside a woman’s body, Waddington looked to her own kids. “Children, even when you try to present them smartly, they just come apart,” she says. “I felt if we did dress Bella properly, it would be unrealistic because she would just quickly have lost things. I liked the idea that we would see these incongruous combinations where she would be very fully dressed on the top half of her body, but the lower part of her body would often be revealed.” As a result, Stone spends much of the early part of the movie wearing a poufy Victorian blouse on top and knickers on the bottom. For a movie set in a quasi-Victorian world, there is one noticeable absence in the costuming of the women — corsets. Except for one key scene, Bella never wears one, and neither do any of the other female characters with speaking roles, Waddington says. “All of us agreed at the beginning that this woman would never wear a corset,” she says. “She would not be put in bondage or have her body forced into a particular shape. It just felt conceptually wrong for a film that’s got a feminist message that we do that.” 

One character who does wear a corset, however, is Ruffalo’s. He’s also got padding in key locations. “I had ass pads. I had thigh pads, I had calf pads, I had a codpiece, I had a corset, I had the high collar. I had boots with a 3-inch heel on them,” Ruffalo says. “It makes him a bit of a rooster.”

Lanthimos is a photographer and, as Stone says, “a composition freak.” For cinematographer Robbie Ryan, who worked with him on The Favourite, that means trying to keep up. “He’s not a theorist,” Ryan says. “He’ll just prefer to figure it out. He’s always got a lens in his hand. And I’m always trying to second-guess, ‘Is that the shot he’s going to go for? What lens will he pick next?’ ” 

For the part of the film where Bella wakes up after being reanimated by Baxter’s surgery, they used an old VistaVision camera that was mounted over Stone’s head and helped create a jarring effect that suited the spirit of the film, albeit unintentionally. “It wasn’t very shoot-friendly, so the batteries were a bit faulty,” Ryan says. As the camera was running out of battery power, the film was going through more slowly, which sped up the image. “[Stone] just opened her eyes normally, but because the camera [was running low on batteries it] made it look like she opened her eyes quickly. I love a happy mistake.”

That kind of jarring rhythm recurs throughout the film in the way it’s edited by Lanthimos’ longtime collaborator Yorgos Mavropsaridis and scored by composer Jerskin Fendrix. Lanthimos had never worked with a composer before, and Fendrix had never written a film score. But when Lanthimos heard the English musician’s 2020 debut album, Winterreise, with an eclectic punk-pop sound, he was eager to experiment. Working from the script, Fendrix began writing music, relying on woodwinds, pipe organs and bagpipes, often to subvert the tone of a scene. 

From precisely timed slaps to an elaborate dance scene to sex scenes that Bella describes as “furious jumping,” Poor Things is wholly dependent on timing. “The humor is almost, dare I say, slapstick,” Ryan says. “If you think about a slap, it’s like an edit. The timing is always what makes a joke laughable. You can say a joke a million times and it doesn’t land, but if you time it right, it lands really well. And Yorgos is a master at telling a joke.”

Since it began rolling out at film festivals in September, Poor Things has been collecting accolades, winning the Golden Lion at Venice, as well as honors from multiple critics groups and seven Golden Globe nominations. Searchlight delayed the film’s release from September to December during the SAG-AFTRA strike, and as Poor Things unfurled to enthusiastic festival audiences, the cast was not allowed to promote it. For Lanthimos, who was doing much of the promotion alone during that time, the experience was “horrible,” he says. “Being there without the actors, and especially Emma — she’s at the center of this,” Lanthimos says. “To have to speak for her was not the greatest feeling. It’s definitely way better to be doing this together.”  

This story first appeared in the Dec. 15 issue of The Hollywood Reporter magazine. Click here to subscribe.