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Making ‘The Old Guard’: Gina Prince-Bythewood Turned Her Marvel Loss Into Her Own Netflix Franchise

The director tells IndieWire how the lessons learned on one superhero project helped set her up for her biggest success yet.

“The Old Guard”


On July 10, opening day for the summer’s first major action flick, “The Old Guard” director Gina Prince-Bythewood took her two sons, who are 16 and 19, up to Sunset Boulevard to see her first Netflix billboard. “The Old Guard” marks the UCLA track star’s biggest budget yet after such modest hits as “Love & Basketball” (2000), “The Secret Life of Bees” (2008), and “Beyond the Lights” (2014).

The director made that backstage musical romance for just $7 million, after she insisted on casting emerging Gugu Mbatha-Raw over a star like Beyoncé, as a biracial singer who tries to break free from her overbearing stage mom (Minnie Driver). That meant that Relativity Media, not Sony, released the independent film — with a smaller marketing spend. But Prince-Bythewood made the movie her way. She always does.

When the director met with Skydance on “The Old Guard,” she knew that she had to nail her pitch for how to turn Greg Rucka’s script for his 2017 graphic novel into a riveting movie. And she must convince the executives in the room that she could pull off her first action film.

She wasn’t sure that Skydance, which backs the “Terminator” and “Mission: Impossible” franchises, among other tentpoles, would entrust her with a $70-million budget ten times bigger than “Beyond the Lights.” Skydance was actively seeking a woman director for the project about a team of ancient immortals, two women and three men, fighting to make the world a better place, who are not sure they’re making progress.

Prince-Bythewood landed the pitch meeting because she had spent a year and a half rewriting and prepping another comic-book movie, Sony’s Marvel “Spider-Man” spin-off “Silver & Black,” featuring female action heroes Silver Sable and Black Cat. “I wanted to go edgier than some of the Marvel films,” she said in a recent interview with IndieWire. “It was a question of how far could I push it in that Marvel universe.”

Not far, it turned out. Even though she parted ways again with Sony, she learned a lot about how to assemble an action movie. “‘Silver & Black’ put me in the conversation,” she said. “I was one of those couple of women people go to for these big films. I knew what kind of movies Skydance make. It was exhilarating and nerve-racking. I knew I loved this project, partly because I could do everything I wanted to do from the other film: an edgy superhero film with two women.”

Gina Prince-Bythewood, Nate Parker, Gugu Mbatha-Raw Beyond the Lights

“Beyond the Lights” director Gina Prince-Bythewood with stars Nate Parker and Gugu Mbatha-Raw

Daniel Bergeron

She had developed looks for the “Silver & Black” sets and costumes, scouted locations, did action storyboarding, and worked with the VFX team. “Everything happens for a reason,” she said. “I learned so much in that year and half. All the stuff I was learning about doing a film of that scale I could transfer over to ‘The Old Guard.’ So it didn’t feel like a gigantic leap.”

Going into the pitch meeting, Prince-Bythewood knew she had to ace it. “I needed to get hyped,” she said. “A film like this I had not done before. They were going to ask about the action. I had to make sure I could convince them to trust me with a budget and movie and their IP.”

As she entered the office she walked past a life-size Terminator and a poster of Tom Cruise hanging off a helicopter. “Oh wow, okay,” she remembered thinking. But when Prince-Bythewood got in the room with Skydance feature film president Don Granger, chief creative officer Dana Goldberg, and production executive Matt Grimm, they made her feel “warm and safe,” she said. “I was passionate, which helps me in a meeting. I was able to articulate what was so dope to me about it.”

The key to this fantasy thriller, Prince-Bythewood believed, was to shoot it so it felt grounded and real. “I wanted you to feel the characters could sit next to you at Starbucks,” she said, “I didn’t want it to feel like a CG film.” She looked to A.G. Inarritu’s period actioner “The Revenant” as a template for seamless action-driven VFX. “In that shot of Leonardo [DiCaprio] going off the ridge with his horse and landing in the tree, you can’t see the effect.”

“We believed from the get-go that a woman behind the camera could tell this story more authentically,” wrote Goldberg in an email, “but it wasn’t until we saw Gina’s undeniable passion for this project and its characters that we knew we had met the only director for ‘The Old Guard.’ Gina’s film history has shown time and again that her characters always had depth, heart, and intelligence.  She is herself a warrior in many ways — and the only person we wanted to bring this film to life.”

After she passed muster at the first go-round (“damn, I got them!” she said to herself), she next had to meet Skydance CEO David Ellison (scion of Larry, brother of Meg). “I wanted to have that one extra thing that no one else is going to have,” she said, “that gives me my swagger going in. For me, I knew what I wanted to do with the music.”

The director called a music producer friend to help her create some sides that would capture what she wanted to do with the soundtrack, a mix of old-world instruments like the lyre and hip hop from Big Sean and Kanye West. She played the music for Ellison as she explained what she wanted to do with his movie. “That was it,” she said. “I could see them looking at each other. That was the extra thing to set you apart that no one else is going to bring.”

“The Old Guard”


After drumming up the confidence to sell herself, Prince-Bythewood had to deliver. “Once I got the gig there was that ‘oh, shit,’ take a deep breath and start to dig in,” she said. First, she beefed up the role of the young Marine recruit Nile. “She did not have any backstory or agency in the climax,” said Prince-Bythewood. “It was about building her character, adding moments that spoke to somebody in this situation, like the toll of taking a life. I didn’t want killing to feel random or gratuitous or monotonous, it’s something real.”

It was a no-brainer to cast bad-ass “Mad Max: Fury Road” and “Atomic Blonde” star Charlize Theron as the oldest immortal, world-weary leader Andromache (Andy). Finding Nile was a tougher puzzle. It was solved by a Barry Jenkins screening of “If Beale Street Could Talk,” starring rising talent KiKi Layne. Something was missing from the young actresses Prince-Bythewood had seen, but Layne was different.

She was confident of Layne’s acting chops, but worried she couldn’t carry her own stunts (she had never done action before). When she auditioned, “I thought I was watching Nile,” said Prince-Bythewood. “I believed her as a Marine, and yet she had an innate vulnerability that makes you care about her and watch her.”

Any first day of shooting is daunting, but Prince-Bythewood had lost her voice. “I remember walking onto this giant soundstage with a life-size plane we had built up in the air on hydraulics,” said Prince-Bythewood. “I thought, ‘This is my world now.’ I didn’t get to say ‘action’ on that first day.”

The director started off with the movie’s big action centerpiece: hand-to-hand combat on a plane between Andy and the Marine who just popped up from her death bed with her slit throat magically healed. “That was a risk, because it’s important for any director,” said Prince-Bythewood, “and more so for a female director, to set the tone in those first couple days for the rest of the shoot. You have to make your days. The crew needs to know what you’re doing.”

But Theron and Layne had been learning the fight choreography for months, and might not be able to keep up their training while shooting. “They could have gone backwards,” Prince-Bythewood said. “So we were jumping in on something big.”

Each of Prince-Bythewood’s action scenes tells a coherent story. You know what’s going on. “It has a beginning, a middle, and an end,” she said. “It’s character-driven. Emotion has to be tied to the story and characters, or else there’s no stakes, you feel like people are just beating each other up. I wanted the audience to feel invested.”

In the airplane fight scene, “my goal was to tell the story of this young woman Nile completely freaked out by what is happening to her,” said Prince-Bythewood. “She’s angry at the woman who kidnapped her and previously shot her in the head. She wants to be free of this situation. On the flip side, Andy is testing this young immortal: ‘let’s see what she’s got.’ That’s the initial dynamic. Nile is fighting with the martial arts she learned in the Marine Corps. She’s not able to touch Andy, who knows every fighting style known to man, and you see Nile’s frustration build and in frustration she throws out a street fight move and clocks Andy. … It says so much about her character that within that scene she doesn’t give up and keeps coming. The audience is able to marvel at their athleticism and skill and never think of it as a sexy cat fight.”

For Prince-Bythewood, there’s a huge difference between the way she and fellow action filmmaker Patty Jenkins shoot their female superheroes and the way that Gal Gadot was photographed as Wonder Woman in Zack Snyder and Joss Whedon’s “Justice League.” “It’s so glaring. The way Patty shot Wonder Woman was heroic and real,” Prince-Bythewood said. “In ‘Justice League,’ she is often shot from behind, at a low angle, like butt shots. It’s so startling and stark, the sexualization.”

What surprised the director most was Theron’s willingness to take a beating for as many takes as necessary. “When we started shooting the plane fight, it really was 15-16-17 takes of being slammed against the wall, throwing punches, being thrown into bricks. She just wanted to keep going until we got it perfect. It was never, ‘I’m too tired.’ My mentality is: if I don’t get it on set, it’s not going to magically appear in the editing room.”

Another way that Prince-Bythewood grounded “The Old Guard” was to shoot handheld, even though she was determined to use heavy 65mm cameras, as Jenkins had done on “If Beale Street Could Talk.” “I wanted grounded realism,” she said. “That meant going handheld. Handheld gives it a more personal intimate feel, not only in the quiet character moments but in the action. You make the audience feel they’re right in there, and you have more freedom to move in the action scenes as well. We shot most of the action handheld, at eye level, to have things coming at you. I wanted it to feel real and in your face.”

Nobody understood when they were making “The Old Guard” that its dark view of a world in dire straits would two years later become more resonant during Covid. “Now it is absolutely a scary time,” said Prince-Bythewood. “It doesn’t feel like anyone is in control. We realize how connected we are globally, how destructive it is to separate ourselves by putting up walls and do it on our own instead of figuring it out as a collective. I wish ‘The Old Guard’ was really here.”

After the movie scored big on Netflix during its first weekend, “The Old Guard” is perfectly primed for a sequel. After all, there’s two more installments in Rucka’s graphic trilogy. The director was waiting for the movie opening to start franchise talks. “I know where the story is going and it’s pretty dope,” Prince-Bythewood told Entertainment Weekly. “So, if the audience wants more, there’s certainly more story to tell.”

“The Old Guard” is now streaming on Netflix.

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