Louis Cancelmi and Mackenzie Davis in "Memory Box"

A day before what would’ve been the birthday of Aaron Aites, her late partner in film and life, Audrey Ewell found herself presenting the premiere of “Memory Box,” the final film she’d make with him at Fantastic Fest, a bittersweet occasion but also a much needed distraction.

“I didn’t know how I was going to get through his birthday if I wasn’t focused on something like this,” says Ewell, busily preparing for “Memory Box”’s release just after returning home to New York after a successful premiere in Austin. “It was a fitting thing to do around his birthday to honor him and his work.”

Ewell and Aites have always had a rebellious streak to go by their art, with the two working together on the documentaries “Until the Light Takes Us” and “99%: The Occupy Wall Street Collaborative Film,” where the filmmakers’ boldness rivaled the subjects depicted within. (Aites’ band Iran was similarly mischievous and experimental.) So it shouldn’t exactly come as a surprise that in response to Aites’ untimely death in April after a battle with kidney cancer, Ewell’s defiant response has been to keep his memory alive and give life to their final work together, piecing together an ongoing IndieGoGo campaign to spread “Memory Box” as far and wide as possible this week, capitalizing on the buzz of the Fantastic Fest screenings with a online premiere shared by Vimeo and Fandor of the tantalizing 11-minute brainteaser.

Originally envisioned as a feature, “Memory Box” manages to fill those dimensions and then some in its short running time, set largely in a facility where fantasies are fulfilled for paying voyeurs and a young woman named Isabelle (Mackenzie Davis) is caught between her professional obligation and her personal pain when a scenario is introduced that feels achingly familiar is introduced by a client (Shane Carruth). Armed with a captivating turn from Davis, the swirl of the past becoming present once more is vivid enough in Isabelle’s expressions, but also is cleverly embedded into every aspect of the film from its razor-sharp cinematography by Eric Lin, its evocative production design by Rayna Savrosa and dreamy musical accompaniment from Tim Hecker that creates the kind of all-encompassing experience that makes it so easy to get lost inside.

Now that the film is available for all to see – and can be right below, Ewell reflected on her creative partnership with Aites and making “Memory Box” last fall, as well as tucking ideas about female representation in the media into it and the transition from making documentaries to narratives after setting out to make narratives from the start.

MEMORY BOX – Directed by Aaron Aites and Audrey Ewell from Field Pictures on Vimeo.

Mackenzie Davis in "Memory Box"How did this come about?

Aaron and I were moving from documentary to narrative filmmaking, so we were developing a feature version of this and this was a proof of concept short that we made to establish the world and the characters and [introduce] the kind of conflicts and an overall tone of the piece. It wasn’t like we knew entirely where we were going to take this [as a feature] – it wasn’t fully formed, but this was the dynamic that we were interested in working with – the relationship of this couple and the negotiated territory in that relationship.

You and Aaron actually wanted to make narrative features going back to before “Until the Light Takes Us,” so was this like a dream deferred?

It was. [laughs] Our first true love has always been narrative film and we got into doc because the story of “Until the Light Takes Us” really fascinated us. That was about a bunch of metal musicians who burned down churches in Norway while releasing a lot of albums, creating this new genre out of an older one. It was something that we wanted to see that hadn’t been made and where access was apparently really difficult, and at the same time, there had been some really misleading stuff made about it, so we were really compelled to make that film.

We’d been working on a script that had been taking place in the video game development world prior to that because we were both avid gamers – and I still am – so that was deferred. We came out of “Until the Light Takes Us” and we weren’t sure exactly what we were going to do after and then the Occupy Wall Street movement started. Again, we lived in Brooklyn and we saw the whole march that happened where the police cordoned off the Brooklyn Bridge and it was just this narrative drama unfolding that needed to be told as a documentary again, and so we’re like, “Oh Ok, we’re going to go do that now, I guess.” Then that ended and we were like, “Okay! Clear the table!” That’s when we decided to move forward with narrative.

[“Memory Box”] was an idea I had years ago, but then it wasn’t completely formed and we went to visit a friend in Toronto who was one of the writers on “Orphan Black.” We did a set visit that reminded me of this piece — the constructed sets — and I thought maybe it’s time to pick that back up and move forward. We talked a lot about it and that’s what we decided to do.

How did Shane Carruth and Mackenzie Davis become the couple at the center of this?

We were working with a casting director, but our costume designer knew Mackenzie and she suggested her. She was actually a little younger than I had in mind for the part, but we met her and she was so smart and she was really into the project and it just felt like if this incredibly talented actress has come to us through other means, I would be a fool to say this was written for someone five years older when first of all, she can play five years older, and she was just so smart with her approach to it. Then with Shane, we thought, who really fits this part? Shane is a really terrific, smart actor and does such a great job at acting in his own films, [we thought] if he fits the part, why not? So we reached out.

Was there a particularly crazy day of filming?

We had a really long shooting day – I think it was our second day — and we were filming the dancing scene. We were in a location where we had built out a bunch of other sets for the different boxes [you see in a surveillance room] and our producer Amy came up to Aaron and I and she said we didn’t have time to shoot everything that was scheduled for the day. We were probably going to have to lose something and also that we had lost the location that we were supposed to move to next. [laughs] So it was a scramble, but I’ll tell you what? We not only shot everything that we had scheduled, but we replaced the location and shot that too.

There’s one shot in particular in that dance scene that’s remarkable where for a split second the background is filled and it doesn’t appear to be a special effect, but a clever edit of what must’ve been a very elaborate scene. Was it difficult to do?

We couldn’t linger because there’s information in that shot we don’t fully want to give away. We just want to plant it subconsciously, so it had to be quite fast – slow enough that you catch it and it works, but fast enough that you don’t dwell on it and you’re pulled back into the story.

You do something similar in the aforementioned scenes with all the different boxes, when you see the surveillance footage in the background of a scene where there a number of different scenarios playing out – did you actually imagine full storylines for each of those?

Those were all based on common positions that you see women in in media contexts. If you do a Google Image search of “Mother and Baby,” you will come up with a plethora of women in white with babies in white. Like that’s the trope, and there’s no question about whether or not that’s the trope – all the images are white on white on white on white. So that was something we wanted to include. Then there’s this semi-ridiculous trope of a woman trapped in a basement or a dominatrix – all these different, mediated versions of female sexuality, which are all almost completely absurd. So we just splashed those up and we didn’t talk about it in the film – we don’t want to be heavy-handed, but in these ideas about gender roles and relationships — and masculinity and feminiity and the power dynamics there — it was just fitting to have these typical mediated versions of female sexuality.

Because of those touches, it is a film that very much rewards repeat viewings. Did that make it difficult to edit?

That’s something I always try to do — I want to reward deep viewings and repeat viewings and have layers open up. A lot of credit goes to Julia Bloch, our phenomenal editor. She works with Jeremy Saulnier and did “Blue Ruin” and “Green Room” along with a lot of other fantastic films, and she did brilliant work on it. This was actually my first narrative film that I worked on as a director, and coming from doc, which is such a grueling editing process, I have to say this felt really easy. [laughs] Like really, really easy.

In general, what was it like to make that transition from docs to narrative? Is it all just storytelling?

There’s always some similarity – you’re constructing story no matter what, and you’re dealing with characters and narrative arcs, but to me, there is a magic in narrative in really getting to do world-building, which is the most exciting part in a lot of ways. There is nothing I like more than being on set and having a hundred people come up to you constantly asking you questions. Being able to know your material inside and out and have the answers to be able to give everybody what they need in order to help you make the film is a fantastic symbiotic process that I really love. Potentially, it’s not my highest self that responds to that [since] there’s probably some ego involved in being in that central position where everybody’s coming to you, but I’d be lying if I said I didn’t enjoy it.

We [also] had this fantastic crew that was so committed and so supportive of the project and I just feel so incredibly lucky to have worked with the caliber of people that we worked with. They were willing to go the extra mile with an amazing attitude and it was just such a great experience working with these awesome people. It really felt like a really supportive environment where we were all working together towards making this the best it could be.

Audrey Ewell and Aaron AitesAt the end, the film has a 2015 copyright. Was this actually completely before Aaron’s diagnosis?

Just about, yeah. There were a few things we hadn’t wrapped up — licensing and things like that, but all the creative aspects were done. Directorially, the film was absolutely finished and the reason we ended up not screening it publicly at that point [was because] we were working with other parties on developing this into a feature, but as I am no longer going to make that feature, I really just wanted the film to be seen [now]. It’s our last film together and I think it’s an interesting work in its own right, so I wanted it to get out there in a way that people can appreciate it and for everyone who worked on it to see the film get released.

Aaron’s legacy is also important to me — I want his work in film and music to be available if people want to discover them. It was the most unbelievable privilege to share my life and work with him for over 15 years. He had a connection to truth and a way of expressing it that was beautifully fractured and deep and real, and at the same time he was so full of warmth and love. He was able to look into the darkness and illuminate it so the rest of us could find our way home a little more easily. I’m heartbroken to have lost him. And it saddens me so much that he doesn’t get to keep making art. You look for answers when someone dies, and I’m looking for them now, but what I know is that the world is better for Aaron having been with us. And for me personally, I grew so much as a filmmaker through working with him. Most of what I’m capable of is due to him, and he is very much a part of me.

And I understand you’re working on a ghost story now.

Yeah, of sorts. I lean a little dark [laughs]. When Aaron got sick, he actually really wanted to work on this film and I’d written three quarters of a first draft already, and he gave extensive notes. It explores things in a more spiritual way, and while it’s emotionally grounded in a character’s dilemma, it’s also much more focused on the big questions about life and death and meaning. Aaron really felt it expressed his worldview and we talked a lot about it. He was really interested in exploring the ideas and the world of this film, so for me, it’s very clear. I have my marching orders.

“Memory Box” is now available to watch on Fandor and Vimeo. A campaign to help with the release is currently running on IndieGoGo.