Off the Rails: an interview with Jules Williamson

This summer audiences welcomed the cinema release of Off the Rails, a story of friendship, grief, and new beginnings in life.

For Directors UK member Jules Williamson, Off the Rails represented a new beginning all of its own, as it became her first feature film following years of working in the industry.

We caught up with Jules to discuss the film, the inspirations behind it and the ups and downs of a challenging shoot. Jules also spoke to us about working with a fantastic cast including the late Kelly Preston and Sally Phillips, and how the industry can change so that more women directors in mid-life get a chance to break through in feature film. 

“The idea of somebody saying to me that women in their 50s can’t make feature films? I mean, honestly… That just pumps me up to move them out of the way really.”

Read the full interview below. 

Where did the idea for Off the Rails emerge?

When I was 19 I went on an interrailing trip with a group of friends – who are still like my sisters - and we solemnly promised each other we’d do it all over again when we were 40. I was in my 30s when it dawned on me that it wasn’t going to happen – families, career, cash flow made it impossible, but I never let go of the idea of how interesting it would be to tell that story: what might  happen if a group of friends did actually manage to make that trip, how their characters might have changed, how their hopes and dreams would have altered 20 years later. On my interrail my friends and I used to dance to Talking Heads’ ‘Once In A Lifetime’ and that line “You may ask yourself: how did I get here?” always resonated with me, and that was a big influence. So I wrote this story, based on my own life — and during this time a very dear friend died, and that had a profound impact on me which I incorporated into the idea.  

Off the Rails is two things: a celebration of friendship, and a celebration of women in midlife — and in my case, in their 50s. By the end of the film, the powerful bonds of friendship between the women feel even deeper after what has been a gloriously chaotic road trip. It’s essentially a story about the possibility and promise of new beginnings.

Tell us about your first attempts to tell this story. 

I started to develop the idea round the same time as I was making my first short film, Tattoo, with Arabella Page Croft and Sarah Putt as producers, which did very well. It was nominated for a BAFTA, and it won the Palm Springs Film Festival. So we were called in for various meetings, and this was one of the ideas that we were talking to people about. 

There were female-led films being made at the time, like Bridget Jones, which I absolutely loved, but they were about a younger woman. The industry simply wasn’t interested in films about women in midlife. Later, Sideways was a huge critical success, but that was about men. I’m a big fan of the film and Alexander Payne, and it actually made me more determined than ever to make a film with similar themes. Then came films like Mamma Mia!, which clearly showed that films both featuring and targeting older women could be very financially successful, that there is an enormous market there. The other moment that really resonated with me is when Cate Blanchett won her Oscar for Blue Jasmine, which was a brilliantly complex look at a woman hitting a crisis of identity in her 40s. In her acceptance speech she made a very strong statement to the industry about the fact that films with women at the centre of them aren’t niche — they make money and the industry had to wake up to it. 

And those moments made you revisit it?

Yes. The idea had never gone away but I had been waiting for the right time, for the climate to change. And in the time between, I had still been directing and did two more short films, dramas, and quite a lot of drama-documentaries and documentaries. Like loads of people in Directors UK, I’m self-employed, I’m freelance, I needed to bring the money in. That had to essentially be my focus. But interestingly, even my colleagues from years ago thought that I had kind of given up on being a film director, because I was in my 40s. But I was thinking: “No, I really haven’t given up at all. I'm just waiting for the right moment.”

It made me even more resolute. I’m sure all Directors UK members know, you need to be very tenacious to get a film off the ground, and to be a director full stop. 

So what was that right moment, when you decided it was now your chance?

Well, it had been bubbling under all the time, it was always there. I did explore some other ideas in the interim, in particular, a war film based on a novel by Melvyn Bragg I had the rights to, and another about child soldiers based on a true story I’d found which I developed with Andrea Cornwell, with a script by Frank Cottrell-Boyce, that we got near to making. 

So, to be honest, there was no one pivotal moment but more that lots of things had aligned. Like I said, I was increasingly aware that the market was becoming open to films about women, with women who were the protagonists and were central to the story. And also, crucially, that these films were making money. So, there was this moment when Arabella, her partner Kieran and I all went to the pub, and I said, “Look, come on, we’ve got to do this”. Arabella and I have always wanted to make this film together, because we’re great buddies, and so she said, “Yeah, come on, let’s just do it”. 

By this time they had done really well with their production company, Black Camel Pictures, and had made Sunshine on Leith amongst other things. Arabella took me to meet Bill Kenwright, who she heard was looking for a project similar to this, and he read the first page of the treatment and fell in love with it. Arabella and I had written a 20-page outline, with very well developed characters and story. Bill took on a scriptwriter (Jordan Waller) to do the screenplay. Jordan had been brought up by two mothers and written a very funny and well-observed play about women, so although he was a young man, he was a refreshing addition to the process. 

Let’s talk about the casting. There’s a fantastic range there, from experienced talent like the late Kelly Preston to relative newcomers like Elizabeth Dormer-Phillips. How did that all come about?

Well, I think the characters are so strong, and it was very clear to me which actresses should play them. And it just kind of fell into place because of that. We always knew that we would have an American actress playing the part of Cassie. And when Kelly said yes, it was just fantastic. I mean, I’ve always loved Jerry Maguire — Cameron Crowe is one of my favourite directors — so to have Kelly Preston! That was thrilling, and she was absolutely perfect for the part. Meanwhile, Jenny Seagrove was also perfect as Kate. Spot on! And, you know, just as their characters are like chalk and cheese, Kelly and Jenny both brought that to their parts. Then Sally Phillips came in as Lizzie, and I was excited to have her because I knew she’d bring a contrast to the other two in her acting process, which was something I was keen to develop and explore in the film. 

I trained as an actress, I went to drama school for three years, and I love working with actors as a result. I’ve also made documentaries, so I wanted to bring some spontaneity to the film as well, including improvising and reworking the script where it felt right. Then, Lizzie (Dormer-Phillips) came on board in her first film role after being in Fortitude, which was fantastic.  

When we all got together for the first time in Mallorca everything came together really organically. We had dinner one day, and then the next day we sat around the table going through the script, and what was behind it. In particular, the story of my dear friend Emma who died when she was 37. She knew all about my plans to make a film of our story and she really, really wanted me to do it — and her daughter is my goddaughter. So it was a tribute to Emma really, and that was an aspect that we wanted to develop.

It’s about grief, but it’s also about hope. Obviously we start in a place of grief with Judi Dench’s speech, which I find quite devastating to watch now, after the last 18 months, and with Kelly having passed away. 

So we formed this little team very quickly. And Lizzie and I had a few conversations of our own, really long chats getting to know each other. And I suppose I felt very maternal towards her, as all the cast did. From there everything began to take shape, and this gang we formed really was amazing. I attribute so much of the performances to that genuine love and friendship we developed in such a short space of time. We all had each other’s backs. And we laughed such a lot. We still have a very strong bond which is special, but incredibly sad because Kelly’s no longer here. She was such a pivotal part of that gang and so vibrant and wonderful. Everybody loved her and we all miss her terribly.

How was it working with them on set?

It was great. When you've had this story in your head for 19 years, and then you see it being played out it’s very profound, so the reactions I had were genuine, and I didn’t hide them from the cast which I think was important in this particular film. And it’s interesting, because the brilliant DOP, Mike Eley, who I’ve worked with before and promised me that when I did this film he’d shoot it, gave me great advice. He said there will be a lot of these scenes that will just happen. If you’ve got the instinct for it, they’ll just happen and you’ll know when something’s working. I listened to that, and he was exactly right — because the chemistry happened on set. One of the crew said I was like Svengali, that I set it up then let it happen, and had the confidence to know when I had it.

I think the fortunate thing about my experience is that I’ve been in so many edits over the years that I always knew when I’d got it. I always knew when we could move on. I knew when I got the shots, and I also was aware of time because I’ve shot so much over the years and started my career on film sets, as a Floor Runner and Assistant Director. So, I could balance playing around with the scenes and knowing when to move on – which was important, because it was a very tight schedule of 26 days, with 38 locations across 4 countries.

Did you find that you had to have different directing approaches with each actor, or was it a more collective style?

I think we were such a team that no, there was very little difference. Lizzie was perhaps a little different because she was younger. Otherwise, it was a level playing field for everyone. One of the things that people always ask me about is working with Judi Dench. We only had only one day with Judi, and there was a lot riding on it as you can imagine. So again, perhaps that was different – because you have the pressures of a feature film, and what Judi represents in that, so it could have been very daunting but actually Judi wasn’t intimidating at all, we got on very well and she couldn’t have been nicer. We had a chat on the phone, then at her house, and we talked about and broke down her character. She was really interested in the role and in the story, so right from the start she was incredibly open to suggestion and very collaborative. It was all about the work, and it was very clear she expected me to be a director, and to really direct her – and as soon as I got that I was completely happy and loved the whole process. It’s a creatively rich experience to work with an actor of her calibre. 

Absolutely, she doesn’t have much screen time but she makes a huge impact. 

It was always Judi in my head delivering that speech with the remarkable sense of brittle emotion she does so well. I never thought she would actually play the part so when I found out she was on board it was perfect. 

This must have been a very logistically challenging film to make. You must have had to prep and plan quite a lot. How did you manage it?

There were certain things that we knew how we were going to shoot from day one. The schedule was incredibly tight, but we met all our days and never went over. There was a huge amount of trust between me and the actresses as well, and that’s terribly important when you’re moving at that kind of pace. And the crew was tight – we were like a big family working very closely together. 

But yes, we did have it very well planned out. The schedule was always meticulously worked out. Things changed, as they always do: one time we were recc-ing this fantastic airfield, which looked like it was something out of 1970s Uganda, and it wasn’t the one that we had originally planned. But immediately I thought this was a good moment to develop something, an interesting plot point we could expand into a new scene. I think that’s what’s interesting about working with different locations. If I went to a location, I would be thinking about how it could work in terms of shots, but also about how it might feed into an element of the story I hadn’t yet thought about. 

Anyway, we had to change airfields during the shoot, which was disappointing, and it had a knock on effect with other factors on the schedule, like these things do. However, it turned into one of my favourite scenes in the end. I had been very influenced by Thelma and Louise, one of my top three films, and indeed I storyboarded our ending around that ending (without the car going off the cliff obviously!). So, I was very keen that all the men in our film are very lovingly left in the dust, and I wanted to actually see that happen — like some of the scenes in Thelma and Louise — and this new airfield gave us a great opportunity. Mike and I had decided on big cinematic vistas where the story would be played out, combining that with a more intimate documentary style of shooting – and this was one of the former. There were some other complications: we had to think about the availability of Ben Miller, and the motorbike availability, etc….But it was an unexpected opportunity for me, and working in documentaries makes you good at thinking on your feet at short notice. So I made it how I wanted it to be: our characters taking Ben/Dan’s motorbike, and disappearing into the sunset, literally in a cloud of dust. 

We also had a really difficult last day filming on Eurostar, because of a strike. We had to get back to the UK, or else we were going to get stuck in Paris — and we had to get back to Kings Cross to do our final scene before wrap. Unfortunately, we weren’t allowed to shoot in the Gare Du Nord so we had to shoot illegally just outside it, grab a couple of good positions, with everyone running around doing what they’re supposed to do. When we got back to the UK, the scene we were shooting was ironically where they get stopped at the Paris Gare Du Nord and searched, and we couldn’t create the backdrop our production designer had intended, so we only had this little arch set for the border, a few extras, a fantastic actor playing the border guard – and about 10 minutes to shoot in. All my documentary instincts took over at that point, and by this time we were so tight – we just went for it! That’s actually another of my favourite scenes, it’s got great energy. 

This is your first feature film. Was there anything about the production that felt like a big step up? Was there a learning curve?

The only thing that did make it feel very different was that you were always aware there was a lot at stake. There were a number of producers — and that sort of collaboration is not new to me — but this was different, because there’s a lot of money involved. It’s about balancing the financial needs whilst keeping true to what you know: my story and the characters that I developed, and making sure we got the performances and the visuals that I’d always wanted for the film. It was quite tough at times, but I’m sure it is for any director in those circumstances.

Moving through to the edit, how was that experience? How long did you spend cutting it?

Well, I did three months in all. I edited with Malcolm Crowe, who went on to do The Serpent, and he had a lot of drama experience, but he’d also done documentary, and I had this instinct that we’d work well together – and we did! I’ve worked with so many editors and have a huge respect for the job that they do but equally I wanted to be around. We were great partners in crime, and we had a lot of coverage for a lot of the scenes. He was a complete star and a fantastic editor.

Do you generally like to get a lot of coverage? Or do you only shoot what you need? 

I think it depends on the scene. But in the main, I think we were quite fortunate to have a short schedule for the performances, because we captured the essence of what we needed quite quickly. If you have longer, the temptation will always be to get more coverage. But I do think that can be quite annoying for actors. Sometimes if they know they’ve got it, they just want to move on – and I think that keeps that confidence going. I had a lot of actors to direct, and they were on set every day, and I think you’ve got to square how much coverage you need with getting on with it and keeping that momentum and energy going. Actually, some of the scenes the actresses loved doing were on the trains, when it was fast and furious, and I thrived on that. And we got some beautiful shots, particularly on the wooden Soller train in Majorca. I love that montage – time to breathe and just take in the characters and where they are in the story, which is very much my style.

Tell us about the use of Blondie throughout. What was the thinking behind that, and how did you go about getting the permission?

That came about from one of biggest influences for this film: The Big Chill. I absolutely loved it, and all my Interrail friends and I used to watch it together. When Bill Kenwright was reading the script, I highlighted how much of an influence it was – and he loves The Big Chill and immediately knew that the soundtrack would be important for this project. Another reason was character-based. I wanted Anna to be a huge Debbie Harry fan, because Debbie Harry is cool. It was always in the back of our minds that Anna loved Blondie. So, at one point, when Bill and I were having a meeting ahead of the greenlighting of the film, he suggested a Blondie soundtrack – and then was completely instrumental in making it happen. He worked tirelessly for it and it was very important to him. 

Was there an idea to make it into a musical at any point?

I think it would make a brilliant stage musical — I’m kind of hoping that might happen. And actually one of my ambitions is to direct a musical, film or stage. I was brought up on musicals, I know them inside out.

Looking at the bigger picture: you are a first time feature director, and you are a woman in your 50s. That just isn’t a combination you see very often at the moment. How do you think the industry can create more opportunities for directors in your position? What obstacles do you face, and how can they be removed?

Well first off, Directors UK, Beryl Richards in particular, are who we need to thank for getting the lack of women directors properly addressed. Beryl’s put so much into this and the research and conclusions published while she was Chair have been invaluable in highlighting the problems. 

This is something I’m obviously really passionate about, and I was part of a panel that met a few years ago to discuss it. But ageism is a very overlooked taboo, and I think that’s particularly true for women. I know there'll be a lot of members who are men who would also like to make a film in their 40s, 50s, or 60s or older — and quite rightly. There should be no barrier based on age, no matter whether you’re a man or a woman. But I think that part of the problem is there are still very few stories where the central protagonists are women in mid-life and older. 

We need more of that content. Tied in with that is the lack of regulation in the industry. Everybody’s freelance, and hesitant to take a risk on something new because they’re scared of not getting a commission or not getting another job. However, I do think — or hope — we’re on the brink of real change. TIME’S UP UK has indicated that they will campaign on this issue, and that’s gathering momentum…and there’s a big head of steam behind the Acting Your Age campaign too.

I think it’s incredibly short-sighted, to be honest, not seeing how much money can be made from this audience which is a huge demographic. There are so many women out there who want to see something that represents them in some way (which has been reinforced by the audience Q&As I’ve been doing) and will seek out these films. The industry is underestimating the market, and has been really slow to recognize that society has changed and women are living incredibly full lives in their forties, fifties and way beyond – though that’s a bigger issue altogether. I was determined to have a scene about menopause, which I’d seen on TV, but not in a feature film. Sally and I enjoyed writing that together!

In terms of obstacles, to be honest, I’ve never really felt that age should or could be a problem. I’ve never been intimidated by the idea of making a film in my 50s. Of course, it’s something I’m aware of. But the idea of somebody saying to me that women in their 50s can’t make feature films? I mean, honestly… That just pumps me up to move them out of the way really. And that takes me back to the film, because Off the Rails is about new beginnings – and it’s a new beginning for me too. And it’s one I have a right to. 

Absolutely! So, your feeling is that if the stories are out there about women in mid-life, the opportunities will follow? 

I think so. It’s interesting, I attended a talk with Lizzie Francke (BFI Editor-at-Large) around the time when we were coming out of lockdown, and one of the big talking points was how “new voices” aren’t just “young voices” and those voices need to be heard. There are a lot of people out there — women in particular — who are effectively restarting their careers, and the industry needs to be more proactive in recognizing that. It’s great to have people like Lizzie speaking out along with the other successful campaigns that are out there like Raising Films, which Hope Dickson Leach started. 

There are also some really inspirational figures that show how you can direct any genre. People like Susanna White, who joined us as Exec Producer on Off the Rails. She was a massive help and is a fantastic director, who makes incredibly interesting and varied feature films and TV series. I really admire her and her work. I’d still love to make a war film. Kathryn Bigelow certainly broke through with that! 

With that in mind, what are you working on next?

I’ve been talking about two feature films with music at the heart of them, one surrounding Kirsty McColl the other, Fleetwood Mac and the making of ‘Rumours’. For TV, I’m developing a project now that’s a cross between Our Friends in the North and Thelma and Louise, set in the North East where I grew up. It revolves around three women in their 50s, (based on real women) and tackles the issues of identity that post-industrial Teesside has experienced in the last few years leading up to Brexit, and how that impacts these women’s lives and their sense of identity. It’s a comedy-drama and I’d love it to feel similar in style and tone to Better Things, which I’m a massive fan of. 

That sounds fantastic – we can’t wait to watch it. Thank you for talking to us today!