“What They Had” opens with a haunting image of a woman sauntering past the warmth of a Christmas tree in her home out into the bitter cold outside on the snowy streets of Chicago in nothing more than a nightgown, walking down her block in the dead of night. Ruth (Blythe Danner) doesn’t look unwell in this moment, carrying herself physically with the same confidence that surely got her through raising two strong-willed children Bridget and Nick (Hilary Swank and Michael Shannon) with an equally hardy husband Burt (Robert Forster), yet as her gown catches the wind, the notion that she’s become a ghost of her former self takes hold as tightly as you soon learn her family wants to keep clutching onto the memory of who she was.

It is how Elizabeth Chomko makes such intangible action feel within reach that makes her directorial debut so affecting, watching how Nick, Burt, Bridget and her daughter Emma (Taissa Farmiga) hear what they want to from Ruth, battling stage six Alzheimer’s, giving them hope as she’ll recall random details that only she would know and looking no different than she ever did before, yet unable to carry on conversations without being confused or making outlandish pronouncements like “I’m going to have a baby” with a straight face. Frustrating as Ruth’s condition may be, the first-time writer director fashions a spirited drama out of the family’s predicament with their Midwestern — and Catholic — fortitude tested by such a destabilizing disease as Alzheimer’s, unsure of whether to put her under the 24/7 watch of a retirement home as Nick would like or retreating to Florida as Burt would, though at 75 himself in no position to give the care she needs, and not only does Chomko wring tension out of the choice, but also unexpected bursts of humor when no one is afraid to look foolish when doing what’s right by the family’s matriarch.

With such a brilliant cast, it’s only natural that the family at the heart of “What They Had” feels as authentic and alive as it does, but it isn’t a surprise to learn that Chomko based the film on her own personal experience tending to her grandmother and draws on her professional time in the theater to create such a crackling rapport between the clan, seemingly always at the ready to lunge at each other’s throats or give a hearty embrace. In both instances, “What They Had” cuts deep and as the film follows up a celebrated festival run that began in Sundance earlier this year with a nationwide theatrical release, Chomko spoke about making such a strong impression with her first feature, turning what could’ve been a chamber piece into an electric ensemble drama with a clever use of locations and telling a story that spanned generations with just a handful of characters and a short amount of time.

Blythe Danner and Hilary Swank in "What They Had"So there’s this breathtaking scene in the middle of the movie between Bridget and Nick where they fight over the course of what must be at least three different camera set-ups and yet the scene has the same energy and rhythm throughout. How do you prepare for something like that and make it so fluid?

You’re talking about the scene where they start in the back by the gate? In the alley and then they march around, yelling at each other, and then move into the vestibule? And then up the stairs to the hallway? Yes, that was a marathon. [laughs] We shot the movie very quickly in 22 days and we had to finish all that before lunch, so it was really very challenging. In some ways, you can’t overthink it. We had two cameras and it was tougher in those small, tight locations like the vestibule to use two cameras, but I had written that into the screenplay that they started in the back and then they walk around the building and she’s stuck in the vestibule and we had to look for our condo that offered that kind of geography, which was so important because a movie that’s just [dialogue] you need to have those physical barriers. So we were very lucky to get that beautiful condo and a lot of the production design was already there.

Did you have the actors beforehand to help prep all that blocking or know the rhythm?

No, it all came together very quickly, so we didn’t have any time to rehearse. We had a read through of the script and then we had a dinner, but that was basically it. And the [actors] just all really got it, so letting them just go and fly was the agenda that I had – [to let them] take the character and make it their own and just fly and enjoy each other, being playful in the scenes. But that was a tough day. In fact, both Michael and Hillary at lunch on that day said, “In our entire careers, neither of us have done this many pages in one day,” so everybody just rallied and it was like we had no time to mess around.

It’s surprising to hear you may not have had that condo in mind as you were writing this. How did you find that location?

Well, I did have a condo that my grandparents lived in in mind while I was writing the screenplay — it was more modern and it had a sliding glass door that opened out, so I knew that we wanted a condo building because of that and with such a short shoot, it all had to be one location. We couldn’t do the interiors in a house and then go to an another condo for the exteriors and match it, so it took quite a while to find and then work out the deal shooting there. Twelve days we shot in that one condo building, which saved us in so many ways because you don’t have any moving the crew. Company moves just take so long in your day, eating out of your shooting time, so to be able to leave your gear there and eat lunch and just wake up and know the condo and keep the dolly track late if we needed it the next day, things like that really helped save us time. And we just found a beautiful building that had a lot of cinematic opportunity — we were looking for these specific things, like an alley for all those beautiful alley shots. We had a local locations department that had familiarity with the region and what was available locations-wise. But it was a lot of miracles, honestly.

When this lives in your head for so long, when you’re confronted with the reality of it, are there things you’re excited about when it has to change?

Yeah, that’s the best part. You’re like, “We need to find this,” but the ideal, and I don’t think it’s very often that you get this, is when the idea comes in that’s better — that can come from anywhere, from the dolly grip or the focus puller because of a location or a problem on the day, and it’s like, “Oh my gosh, that’s a great idea that’s going to make magic of this problem,” that is the most fun. You have so many things you’re juggling in your mind as a director, so to find a location that is so much cooler than you ever dreamed or the actor comes in and says, “I was thinking about doing it here,” and it gives you a new way to see the scene, it’s really special to let that magic come in from wherever it comes in.

Michael Shannon, Hilary Swank, Blythe Danner and Taissa Farmiga in "What They Had"There’s a lot of brilliance on the page as well. One of my favorite elements of the film is the elusive dialogue of Ruth where everyone in the room can extrapolate what they want to hear from what she’s saying – was that tricky on your end to get right?

Yes, my background is in theater as an actor and a playwright, so [I compare it to] “Waiting for Godot,” and the absurdity of the situation where everyone’s talking around [something], and as you say, extrapolating whatever it is their agenda is from any situation. The absurdity [here is in] what you do when you’re good people and you have a very clear set of morals as Burt does, which is very Midwestern, like loyalty to your family and to your god and to your parish. “You don’t get weird about that, you don’t ask questions. You just put your head down and you do the right thing.” But then when something presents where there is no great answer, that brings in [an absurdity] because how do we then cope with that as Catholics? How do we cope with the complexities of life? So it was so much fun to write that dialogue – it’s like [the Abbott and Costello routine of] “Who’s on first?”

Once you cast Blythe Danner, an amazing actress, to play Ruth, is it then a conundrum of how many scenes you actually want her to be in the movie when this role feels like she’s more present when she’s absent since everyone is talking about her?

Yeah, that was hard. It’s tough to be the sick person. And it’s hard to not to be a hundred percent focused on the sick person, but when you’re actually coping with this, you take all that out on each other because you can’t be mad at the sick person. Alzheimer’s presents in infinite ways and everybody has a different manifestation, so when my grandmother [contracted] Alzheimer’s, she really became this kid, very aware in a way of social situations, and she [became] this ghost hovering on the margins of this conflict that we were all trying to navigate our way through. Blythe just did that so beautifully and poetically and genuinely. She really embraced the deep, profound challenge of where is this line [that I’m compelled to speak]? I have no frame of reference or context for this line.” She really just relaxed into it and be whatever it was in the most beautiful way. I can’t really commend her or praise her enough for that kind of courage.

Robert Forster in "What They Had"You said in another interview how you actually envisioned Hilary Swank’s character Bridget as a reflection of the past hundred years of feminism, which made me wonder how that continuum might’ve informed how you approached the three generations of women that you see in this family onscreen?

Yes, I’ve been quite obsessed with gender dynamics for a long time, just because they’re really complicated and there’s really no one reason why things are the way they are. There’s infinite reasons. But Bridget was always was a mother, but the bringing along of [her daughter, played by] Taissa to Chicago was a change that we made later, inspired in part by Hillary and her connection to the material. [Bridget] was very much based on me, so that made it harder to see without distance and perspective and [Hilary’s] actor instincts helped push that character forward because the messaging to our daughters has been so different these last three generations. The messaging my mother got from her father was so different than I got and that she witnessed her daughters getting, and then the messaging that our young children now are getting is so different than what I had gotten.

I think my mother’s struggled with the feminism of the ‘60s and ‘70s when [the idea] was to just go out and get into the workforce and this notion that women are these superheroes that can go out and do anything. But then you’re working double shifts and the daughter at home is picking up the slack and in Burt and Bridget’s case [specifically in the film], Burt is now raising Bridget like it’s 1950 on the farm — “lose 10 pounds and learn how to cook and everything will be fine for you.” But I’m very close with my mother and my grandmother [today] and there’s a lot of love between us I was prying apart and mining [those generational connections] for this script.

What was it like to show the film to your family for the first time?

My mom actually read the first draft and I think that was challenging for her, but then she became a sounding board and really was helpful [throughout]. She and I wrote a song together with Aoife O’Donovan that’s at the end of the movie, which is really quite amazing. And [my family has] all seen it. My uncles were at Sundance and I was nervous about that, but they just said, I couldn’t have given them a better gift. And what else could I possibly ask? If everybody else hates it, that’s what I set out to do from the very beginning, so I’m pretty proud of that.

“What They Had” opens on October 19th in Los Angeles at the Landmark and New York at the Angelika Film Center.