Blythe Danner and Sam Elliott in "I'll See You in My Dreams"

It was only after Brett Haley co-wrote the script for his latest film with the author Marc Basch that he decided to visit a retirement community, the kind where characters of the age that most are in “I’ll See You in My Dreams” end up to live out their golden years.

“It was refreshing and nice to see that we weren’t off,” says a slightly relieved Haley now. “It was lovely to meet those people and I was definitely inspired by them, but more than creatively inspired, I was inspired by them as a person.”

That inspiration and admiration can be felt in every frame of “I’ll See You in My Dreams,” though it never puts a distance between the audience and the winning characters that Haley and Basch have created in this story of Carol (Blythe Danner), a widow whose quiet retirement is shaken up first by the loss of her beloved dog Hazel, then by the arrival of two new men in her little corner of Los Angeles, a forthright, cigar chomping gentleman caller (Sam Elliott) with confidence to spare and a pool guy (Martin Starr) in search of the same sense of purpose that she is (as well as introducing her to appletinis). Having his pick of actors still very much in their prime, Haley crafts a vivacious and nuanced portrait of a woman restarting her life with the help of the community around her, from her Bridge game partners (Rhea Perlman, June Squibb and Mary Kay Place) to her daughter (Malin Akerman).

The film follows in the footsteps of Haley’s 2010 debut “The New Year,” which also explored the inner life of a woman (Trieste Kelly Dunn) renegotiating her place in the world and demonstrated a knack for capturing the rhythms of life that make it relatable to all. For that reason alone, it seemed natural that when I sat down to speak with Haley recently about his sophomore effort, which has won acclaim ever since its debut at Sundance earlier this year, gravitated towards what Haley has learned as an editor, striking just the right balance to find a strong narrative thrust that feels completely unforced. (As Haley told me before shooting, being an editor also played a major role in inspiring the film in the first place.) Now that “I’ll See You in My Dreams” is on the eve of its release in theaters nationwide, he also reflected on it being one of the major highlights of his career thus far, not taking for granted the luxury of working with such an experienced cast, and hitting just the right notes in the film’s score.

Brett Haley, Blythe Danner and Sam Elliott on the set of "I'll See You in My Dreams"It’s not unusual for you to collaborate with writers more associated with the literary world such as Joshua Ferris for your earlier shorts, but does working with someone from that discipline such as Marc Basch in the case of “I’ll See You in My Dreams” give you a different perspective to approach a movie from?

Yeah, I think to a certain degree. Marc and I became friends because I read a short story of his and I really enjoyed the writing. It was really honest and real and authentic, which is always something I’m striving for, so I reached out to him and we became friends. We ended up working together on a film adaptation out of that and when I came up with this idea for “Dreams,” I thought Marc’s the right guy for this, just because I felt his taste level was something close to mine, and that might have something to do with [why we’re compatible] – books and short stories don’t have to be so by the book like movies. [laughs] They can take more chances and get away with more, so having that kind of mentality is a good thing. We wanted to bring that authenticity and that honesty to this project and Marc and I are still writing together. We found a really great partnership.

What impressed me with both this film and your first, “The New Year” is how it feels you’re slipping in and out of someone’s life and though there’s a strong narrative drive, it feels very relaxed. Is that something you can do to create that kind of environment on set where it feels lived in?

There’s not anything specifically I do. I think all filmmakers are looking for that thing that appeals to them, so it comes very naturally to me. I just like what I like. But there’s a large degree where I’m looking at something and it’s about the set being calm, the actors feeling like they can do their jobs and setting them up for success. Then hopefully, the words are already there for them to be in this realistic, honest, as you say, relaxed, authentic place. You have to give them the opportunity to do their jobs and not make it hectic. I like that [“I’ll See You in My Dreams”] is about some heavy issues, but it’s dealt with in a light, fresh, hopefully funny and entertaining way without going over to the other side of being broad and pandering, so you’ve got to be really smart about riding that line. I edited the film as well and that’s also a really big part of it – what stays and what goes, so that you keep that authenticity and only what needs to be in there. A film should be a very lean piece of meat that just gets the job done and fills you up and you say that was great.

Blythe Danner and Malin Akerman in "I'll See You in My Dreams"Does knowing that you’ll ultimately edit the film yourself help you on set?

Oh yeah. I’ve edited my own films always just out of necessity because I’ve never been able to pay someone and it’s time consuming. Now, it’s just part of the process for me. When I’m on set, you can say, “Yeah, I can see how to cut to this” [whereas] other directors might say, “oh, we need to do it again and again…” because they can’t see that one cutaway leading to this or to that. So I’m always thinking as an editor when I’m directing. It’s a leg up for sure.

Did you feel like your role on this film might be a little different since you’re working with such experienced actors? I imagine the temptation was there to just say “roll cameras” and let them do their thing.

You can, but what I realized is they want direction. They want to be told what you’re feeling and what you’re thinking. In the first couple days, I had that same thought, “Oh, I’m just going to let them go.” But actors need feedback. I had good relationships and a lot of trust with all my actors partly because I was the co-writer and had created these words that I think they really responded to. They were all there was because of the script, so I had this ability to speak to them.

It’s intimidating going up to Sam Elliott or Blythe Danner and say, “Hey, can you try it this way” or “Hey, you don’t need to do this as much,” but I got to the place where I was like, “This is my job.” So on the one hand, you let the actors just run with it. On the other, your job is to step in and get some options, which again goes back to being an editor. You want to get as many options as you can on the day because we had 18 days. We didn’t have much time, so you want as much material as possible, so if you’re in the editing room and you need to go in a certain direction, you’re like, “Oh, I’ve got a different kind of spin on this scene.”

If you get too set in your ways, you’re going to shoot yourself in the foot. It can’t be what it is in your brain, so I’m always really open to the actors’ ideas to try it in new and interesting ways. You should open yourself up to what the actors are bringing and what the environment’s bringing and just have fun with it because in the end, you can make it work a million different ways in the editing room…unless you’re doing “Birdman.”

Malin Akerman and Brett Haley on the set of "I'll See You in My Dreams"You also get a really nice contribution from your composer Keegan DeWitt, who I know wrote the song that becomes a pivotal moment in the film. Did you actually speak to him early about ideas for the score as well?

Not really early on. Keegan was extremely busy when he signed on, but he really responded to the material. He’s really a savant in the sense that you tell him something and he can just come up with [a musical idea] and he gives it to you and he’s like, “Like this?” And I’m like, “Yes, more of that.” So he gave me the theme – the opening cue – basically as it is [in the film]. Then I said I want to build the sound of it around this, so he gave me some other stuff too that I felt was a little too maudlin and down key, so I asked him I want this to have a little bit more energy like that first piece he did. He built from the elements of that and of course, he wrote that amazing song, which is a huge emotional climax of the film, which just goes to show you the power of collaboration in this industry. I couldn’t have done that without him and it’s a huge part of the film.

Blythe Danner in "I'll See You in My Dreams"It’s interesting that both this film and “The New Year” both seem to deal with stasis, but obviously from very different perspectives. Is that purely coincidence or is it of continuing interest?

I think “The New Year” is a little bit more about me than “I’ll See You in My Dreams” is. When I made “The New Year,” I was certainly going through a time when I was struggling with “Am I going to become a filmmaker? Can I really do this?” So I wrote a story about a girl who gets stuck against her will doing something she’s not meant to do [because] I felt like I was doing something I wasn’t meant to do at the time. I could relate, though I made it about somebody who is nothing like me and situations that have nothing to do with me.

This is the same thing. It’s themes. Yes, Carol [in “I’ll See You in My Dreams”] is in a bit of a stasis, but she’s a lot more active than Sunny [in “The New Year”] was. A lot more things are happening to her and she’s the one calling Lloyd to go do karaoke or deciding to go on a date with Bill. So they may both start in this routine that’s not miserable, but it is what it is and in the end, I think Carol’s character is a lot more active and a lot more driven to open herself up more to the world.

I’m a guy that comes from a place of questions and themes. That’s where films come from for me, something that I’m curious about and want to explore. The themes of life and death and love and loss and finding the balance of all the good and the bad in life, that’s what brought me to this character and this film.

Rhea Perlman in "I'll See You in My Dreams"One of the highlights of the film is a chaotic speed dating scene that Carol reluctantly volunteers for. Did you actually end up casting some of the people you met while visiting retirement communities in preparation for the film as extras?

Yeah, they were all extras in the film. Some of the speed dating guys were real residents of this retirement community here in Duarte [a suburb of Los Angeles and others were] in the background of a couple of scenes at the golf course, so they share screen time with Sam Elliott and Blythe Danner. It was great to have them back. Where we shot was called the Be Group, and they were amazing. They opened their doors to us and all of their residents there were really excited about being involved in the film.

Was there a particularly fun day on this shoot?

Every day was fun, to be honest. I loved shooting the boat stuff. The day before, everybody was stressing, “Oh, the wind is going to be really bad” – the forecast was like 20 mile-per-hour wind. But when we got out there, it wasn’t. It was a beautiful day and that boat was really fun to shoot on. It was also just fun to be outside. We had been in Carol’s house for a long time, and that can get claustrophobic because it’d be like I was looking at the same thing and you forget it’s going to be cut up throughout the whole movie, so it’s not going to feel that way to an audience, but to me, my head was spinning. I was so sick of this house, so to get outside and be on the water and have that wonderful boat and see Sam and Blythe do these wonderful things, that was a particularly fun day. But honestly, there was never a bad day on this shoot. We had a great crew and I think everybody just wanted to be there and brought their A-game. It was stressful as any movie is, but it really was such a rewarding experience.

“I’ll See You in My Dreams” opens on May 15th in Los Angeles at the Landmark and New York at the Lincoln Square 13 and the Angelika. A full list of theaters and dates for the film’s expansion can be found here.