On the surface, Little Birds seems like your typical, forgettable independent film. It's a quiet coming-of-age tale of two friends with emotionally absent parents wading through their vacuous wasteland of a hometown, the Salton Sea, who decide to follow a group of punks back to Los Angeles. But it doesn't end the way you just pictured in your head, nor does it leave you unaffected.

Little Birds, which premiered at Sundance in 2011 and is out in limited theaters now, makes you actually care about something other than what you'll pick up for dinner afterward. Maybe that's because it came from a very real place: the life of its director, Elgin James

James, who was a moviebuff since he was a kid, is a newcomer in Hollywood, but his name has certainly been whispered in the grittiest parts of the US. Before being recruited to develop his film at the Sundance labs, James, now 42, was the leader of the dangerous gang F.S.U. (Fuck Shit Up), whose mission was to destroy drug dealers and neo-Nazis, that started in Boston but has since developed chapters all over the nation. After stints in jail, James has completely renounced his gang-life and is now sober and happily married.

But, of course, James couldn't realize his dream, which would ultimately give him redemption, without a cast to bring it to fruition. Leading a roster of talent that includes Leslie Mann, Kate Bosworth, Neal McDonough and Kyle Gallner, Juno Temple and Kay Panabaker are two of the most promising young actresses in the industry right now. Temple, 23, is known for her fearlessness and willingness to embody the most risqué characters (just watch Killer Joe). Panabaker, 22, is a sweet staple in family-friendly films who's now showing audiences a more contemplative side to her.

Together, James, Panabaker and Temple toiled for days on the film that would ultimately become a shared passion project between the three of them. Complex got a chance to speak to the trio about their experience on set, how James' criminal past affected the film, and what Little Birds ultimately means to them.

Interview by Tara Aquino (@t_akino)

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Elgin, since this was inspired by your own life, why did you decide to focus the film on the friendship between two girls?
Elgin James: Me and my best friend had been through all this bad stuff. We were bad, angry, lost, violent kids. We kind of came together, ended up in Boston homeless and started this whole gang and what we thought was an empire, but it was an empire built on garbage and filth. We had nothing else at the time.

When I sat down to write it, I just left a project that was about my life. It had an A-list actor, an A-list director, and I just walked away from it because I was afraid that it started to glamorize violence and everything I stepped away from. I wasn’t going to write or direct it or anything, they were just going to take my life’s story. Then, when I sat down to write it myself—I’d never written a script—I was like, “Oh yeah, I don’t know how to do this either without making it sound like I was trying to lead people to what I just left.”

And then I thought about all the strong women in my life—that’s one of the reasons I’m alive and going—my mom, my wife now, and Juno Temple. I have older sisters, so I was the pest because I would follow them around. They’re so fascinating and their friends were so fascinating.

When I sat down and tried to write through their eyes, it just came easier and I felt like I could be more open emotionally. I could make myself more vulnerable than if I was trying to tell my own story for real or just make it about guys. I could go to a place where I normally wouldn’t go and be more honest about it. 

And girls are just so much more interesting than guys. When I say something, I mean one simple thing. But when my wife says something, she means one thousand things. [Laughs.] I can only figure out the first three things she’s talking about. So with these female characters, I think it’s more fascinating, especially when you’re a young teenager and you just can’t say what you want.

What was your technique for making sure you captured the authenticity of the story?
James: It’s not your actor’s job to perform, it’s your director’s job to make them feel like they're in a very safe environment where they can jump and fall and know they’re going to be caught and it’s going to be OK. I had this amazing mentor named Joan Darling who was one of the first television directors. She was nominated for an Emmy for The Mary Tyler Moore Show. I didn’t know anything about filmmaking. She took me under her wing because when she started, she was the only woman in her industry and no one took her seriously. So, she took that pity upon me. Her thing was, “You have to give everything of yourself to the actors. For them to give you 100%, you need to give them 120%."

Personally, I feel like I have this wreckage of beauty and joy and horror that I tried to get out, and I did that on paper, but then that’s just it. It’s just words. But then Kay and Juno, and all the other actors, came in and made the film their own with the beauty and wreckage and horror inside themselves. [Laughs.] They made it into this really organic thing. It was hard because I wanted to be right with them while they did it. I promised them that they would be safe and that I’d never make them look foolish.

Also, I think as a filmmaker I got really informed by my collaboration with Juno because she acts so much with every ounce of herself. I lost my friend when we were filming her. We couldn’t talk about it until a couple months later but I was like, “I didn’t know where you were and where you stopped and the character started." And she was like, “Yeah, I didn’t know either.” [Laughs.] But that’s how I learned to direct the same way, just give everything of yourself.

This film was a longtime coming. What happened within the two years it took before this film could be made?
Juno Temple: It didn’t get green-lit for that amount of time, so Elgin and I were like, “Fuck it, let’s hang out and create this character.” We always met at this one cafe called Fred 62 in Los Feliz. We’d go and we’d kick it and talk about Lily until the character jumped over the moon and we felt like we really knew her. Then, we’d talk about ourselves until we really got to know each other, too. It was a very special way to develop a friendship because we met in this room and he offered me the movie, and instead of just walking away and being like, “See you when we’re shooting!” we really wanted to hang out. 

James: We went through every crack and blemish of each inner world. Especially when you’re trying to get it made, there were a lot of instances of people, especially towards Juno and I, saying, “Well, this is how the film industry works.” They were trying to get us to break apart at certain times, especially during my arrest. I think her people were like, “Yo, you don’t want to be associated with this guy.” We both said, “Well, these are the kind of human beings that we are and we’re going to bring that to our art and we gotta do what we gotta do together.”

Kay, how did you fit in given Elgin and Juno already had been working together?
Kay Panabaker: It was very intimidating at first. I thought it was going to be like, “Oh this is our film and you’re just an outsider joining us,” but they were more than welcoming and they let me do my own thing with my character. Fortunately, the first week of filming was all of the stuff at the Salton Sea, so Juno and I really got to work on our friendship more on camera and I think it worked out really well for us.

Juno and I would stay up late eating junk food, watching bad movies and talking about our lives and the hardships and the heartbreak that we’ve all gone through. She was really great support for me. There were a couple scenes where I had to be sobbing and she’d come, even though her character wasn’t there, to be there to support me and help me through it.


We’re not trying to be award-winning. We’re not trying to get people to love it. We just want people to see the film and feel something.—Panabaker


And Elgin, I can’t say enough good things about him. When most director’s give direction, they say, “OK, remember, this is where your character is and I need to get this kind of reaction from you, he’d come and he’d tell me a story about something that’s happened in his past. He’d be like, “This is the part of my story that I’m trying to convey” and I’d say, “This is the part of my story that I’m bringing to the scene,” and he’d try to find a marriage between the two. That was an incredible amount of trust that we placed in each other. 

Temple: I’m pretty open and Kay and I clicked pretty quickly, honestly. Elgin picked me and her up in his truck with his beautiful wife Liz and we drove down to the Salton Sea together. When we got there, we were both a little freaked out by the hotel and me and Kay ended up staying in the same room. And yeah, we ended up having slumber parties every night, having marshmallows on toast and stuff. It was fun to have another girl, and we were both very open to each other.

James: Kay was so brave and jumped right into it. Her and I had to get to know each other so quick. In between takes, Kay and I would literally just be together whispering and I’d tell her where this came from for me, and stuff about my mom and growing up.


Juno, Elgin offered you the part of Lily and Allison, why did you choose Lily?
Temple: I really connected with her more. I wanted to set her free. She’s making some bad, bad decisions, that little girl. Oof. She’s on a downward spiral and I needed to set her free. She needed to make those bad decisions so she can go off from Little Birds, which isn’t in the movie, and make good decisions. Honestly, I don’t know if she ever does, but I hope she makes a couple of good ones.

Considering her character and the ones you've portrayed in the past, what draws you to darker roles?
Temple: Well, I think if you read the roles, they seem like a light character in a very dark world. [Laughs.] It’s the challenge of making them come alive in a way that everyone else can connect with them ‘cause we all go through dark moments. We might not want to talk about them, we might not want to share them, but we’ve all been through them. So, it might be amazing for other people to watch someone else go through it. I know I enjoy it when I watch someone else go through the dark moments on screen.

It seems like every director you work with talks about how you inspire them and your magnetism on screen. What do you think about being called a muse?
Temple: I think it’s really flattering and amazing to be someone who somebody is inspired to make art about or with or for. If you look at muses in the past, there's a comfort level within them that is just extraordinary. It means that you aren’t afraid to just go wherever you have to go and do whatever you have to do. Whether it’s comedy or darkness or violence or tears, you’re going to give it a whirl with someone you trust.

Kay, you're known for more family-friendly films. What made you want to audition for Allison?
Panabaker: The script was one of the few scripts I read in my entire career that I really responded to. A lot of the coming-of-age stories are love stories and they try to throw every cliché in there to show how rough and tumble it is and how the couple came through adversity, but this was beautifully written. To me, this was a story about the demise of a friendship with romance in it. I just loved the character of Allison. I thought that she was so calm and quiet compared to Lily, and I wanted to see how the friendship would unfold.

Is this your way of trying to do adult roles or is that not even a goal for you?
PanabakerThe business is constantly changing and you can only pick the roles that are available at the time, so it’s not that I made any conscious decision. But I was definitely thrilled at the opportunity to deal with more adult matters still through a younger set of eyes. A lot of movies are not always as truthful as this one. All I wanted to do was to be as subtle with acting as I could. I just wanted to exist in that film. I didn’t want Allison to be trying too hard, and that’s what drew me to the project more than anything.

Do you feel any pressure to take on more mature parts?
PanabakerOf course, I mean, people are always poking fun at the fact that I’m always doing young roles and I’m not being mature, but I can only do what I feel is right. Juno’s always doing these brilliant risque characters that are this marriage between light and dark, and I’m not ready to do that. I don’t have a lot of darkness innately. I was talking about this to somebody the other day and they were like, “Well isn’t that part of acting to tap into whatever darkness you do have?” and my whole thinking is: Everybody is trying to grow up before they’re ready.

With young Hollywood, especially, the second you turn 18, you want to be taking your clothes off and showing the world you’re not the sweet innocent girl you once were, and I don’t feel the pressure to do that. I’m totally happy playing young and innocent, and not dressing sexy and not taking my clothes off, and I don’t think there’s anything wrong with that.

What surprised you most about the process of making this film?
Panabaker: I didn’t realize how long it was going to be. The reason for that is Elgin had to go to jail. We were supposed to come out last October, but because he was in jail, the studio pushed it to now. And that’s been really hard because I’ve been talking about it for so long and people are like, “I want to see it,” and I’m like, “I want you to see it. I want to share this film with the whole world. I just can’t yet.”

James: Yeah, I went to jail for my gang past. I had a five-year-old gang charge. Our producer called me at three in the morning and he was like, “That’s it. We finalized all the financing, we’re making our movie, it’s a great night.” The next day I woke up and was arrested by a dozen FBI agents. This was a bill I had to pay for a lifestyle I led for years. I was guilty. I said it from the beginning. I just had to stay out long enough so I could shoot the film.

With Juno, Reed Morano [the film's cinematographer], and Jamie Patricof, the producer, just staying by me all that time, we just built the project back up, got it made, and premiered at Sundance in January of 2011. I got sentenced to prison for a year in March, I went to maximum security prison, and I just got out this March.

When you all talk about it, it seems like the film was very personal to you. What does it mean to you that this film is finally coming out?
Temple: It was the best time I had making a movie so it feels good to finally be able to talk about it. I’ve been biting my lip for so long. [Laughs.]

And I don’t really know how I want this movie to affect people, I just know I want it to. I want them to leave thinking after they’ve been in the movie theater. I want them to discuss the film—whether it’s about how much they hated the movie, whether it’s about how much they liked it or whether it’s, “God, my best friend growing up was exactly like Allison. But I was definitely a Lily.” Or a mother watching it and being like, “I want to call my daughter right now.” I think it’s unpredictable what people are going to feel, but I think I just want them to feel after they’ve seen it. 


It’s really scary to finally put out the film. It’s like showing everyone the darkest, deepest part of yourself.—James


Panabaker: It’s just one of those things where I have so much respect and love for Elgin, this project, what’s he gone through and what he wants to convey. I’m used to films not doing as well as I wanted them to and not being totally proud of them. There are so many movies where it’s a great project to be a part of, and then the end result is nothing near what you wanted it to be and you’re disappointed.

This was one of those movies where it turned out even better than the experience and, for everyone involved, I just want people to enjoy it and just watch it. We’re not trying to be award-winning. We’re not trying to get people to love it. We just want people to see the film and feel something.

James: It’s really scary to finally put out the film. It’s like showing everyone the darkest, deepest part of yourself. Even when it premiered at Sundance, it was really nerve-wracking. It was worse than someone reading your diary. It’s like someone looking at an MRI of your soul. But it’s also really liberating.

But the best part, honestly, is to just be able to get back together and talk to people about it, whether it resonates with them or not. The whole thing about art of me, you get out your ugly stuff and when those moments happen that you connect with people, it’s the greatest feeling in the world.

What are you expecting from your next film, especially since you gave this film everything?
James: Of course, I know that not every experience is not going to be like this, but then I also came to the realization that I’m just not going to go through that experience then. I’m not going to work with someone unless they’re going to be as brave as Juno and Kay. I’m not going to work with someone that doesn’t get my cinematographer Reed. I’m not going to go into something that they’re not as committed to. Reed was seven months pregnant when we shot this and she was carrying this 50-pound camera around, and she just led the charge for all of us. She picked me up when I was doubting myself.

I’m not sure how this is going to work, but everything I choose, I have to make sure that I’m just as passionate about it and I have the people around me that are as well.

Interview by Tara Aquino (@t_akino)

Follow ComplexPopCult