May December tells its story in mirrors, a labyrinth of competing reflections. The new film directed by Todd Haynes, loosely inspired by the story of Mary Kay Letourneau, examines the marriage between Gracie (Julianne Moore) and Joe (Charles Melton), who first began a sexual relationship when the former was in her 30s and the latter in seventh grade. Decades into their troubled union, an actress set to play Gracie in a movie named Elizabeth (Natalie Portman) arrives at their small-town home, in the hope of shadowing them ahead of production. Her presence initiates a twisted, devastating, darkly funny reckoning over what’s gone unmentioned in that house for decades. As Haynes’s visual language communicates, there’s no room to hide from themselves any longer.

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Gorgeously shot on location in Savannah, Georgia, the film marks a new collaboration for Haynes with the cinematographer Christopher Blauvelt, who’s best known for his naturalistic work with Kelly Reichardt. May December looks and feels original, but it’s also deeply referential, a swirling, character-driven melodrama in conversation with its cinematic forebears. Everyone from Ingmar Bergman to Mike Nichols is here. “My instinct was really going toward this sort of formality, austerity of static-camera shots that you see in Bergman,” Haynes says. “But there’s gorgeously made films like Manhattan, shot by Gordon Willis for Woody Allen, and The Graduate where their sophisticated humor is so much due to this restraint in the camera—the frames of those shots and those films brought a level of maturity and elegance.”

“Todd was very specific about references,” Blauvelt says. “But my favorite part is using those as our guides. The collaboration then begins as to how to make it our own.” Selecting seven shots from May December, below they reveal how they did just that.

This shot marks the first moment we see Gracie and Elizabeth in a mirror together, as they gather for a day of graduation-dress shopping for Gracie’s daughter, Mary (Elizabeth Yu). The scene turns tense when Gracie casually humiliates her daughter by insulting her favorite selection—with Elizabeth closely attuned to every beat in the chilly back-and-forth.

Todd Haynes: Making the film was a process of thinking about the mirrors in scenes in the movie, and using the lens of the camera as the actual mirror that actors would look into for their own reflections of themselves. But this scene kept expanding and getting more complex.

Christopher Blauvelt: The challenge was how to hide the camera and which angles the mirrors were going to be; when you have any mirror on any set, it’s difficult because you’re hiding lights and stands and everything. I always stare at the little vanity over Natalie’s shoulder because that’s where the camera is hidden. Also, it’s great conceptually. When I watch the film and see how it works and integrates into our multiplicity of what’s happening within the story, it makes so much sense. Your eye can go in any direction. We play it mostly as a one-er, and so it relies a lot on their performances, which are just immaculate.

Haynes: This is the only mirror scene in the movie where we literally shot through a two-way mirror and hid the camera behind the mirror. All the other mirror scenes, there is no mirror; the actors are just looking at the lens and playing it as a mirror. This took the most preparation of anything because it was so complicated. Sam Lisenco, the production designer, was…like, “Wait a minute. What if we put a mirror here, and a mirror there, and then we see the walking from the dressing room?” And to be honest, Chris, at first I was like, Oh my God, this is just going to be maybe too much!

What you’re starting to watch is the two women watching themselves and each other in a relay. This scene is the most complex because it has Mary coming and going, and Natalie has just done her first interview in the course of this investigative part of the story, where she talked to Gracie’s first husband. But it’s so much about female bodies, the mirroring of these two women, how femininity gets passed on in corrupting ways from mother to daughter, and the spectacle and the humiliation of that being witnessed, again, in mirrors upon mirrors.

Elizabeth and Joe develop a complex dynamic over the course of the film, since she and Joe are the same age—only at wildly different stages of life. This is the first scene where Joe starts letting in the actress—and by extension, the viewer—sharing details of the early courtship amid an audience of Gracie’s most loyal companions.

Haynes: This is the beginning of a long moving shot as they walk along. It is the street where the house actually is, and we were trying to shoot it at the right time to cut into the prior and following scenes thematically. We just did it as many times as we could and we only ended up with two usable takes because of a crazy move at the end, which I ultimately cut out. [Laughs]

Blauvelt: We had to use a little electric buggy with the remote head on it to get this. And we were also taking a little field trip as a crew outside of the house. It was like a quarter mile away or something. Part of what made it tricky was that we were shooting right into dusk. We were really trying to get this five- or six-minute run.. I like their performances quite a bit here. You feel for the first time like Joe is questioning Elizabeth’s character and then they’re starting to learn something about each other in a beautiful way.

The house in Savannah, Georgia was scouted very specifically for the film, for the unique visual opportunities it providedHere we realize its vivid effect in a glimpse of Elizabeth taking an interest in Joe’s notable hobby, of raising endangered monarch butterflies. Everything from her posture to her distance behind Joe is calculated here to get closer to him. “She knows what she’s doing,” Haynes says with a smirk.

Haynes: Sam Lisenco and I found this house on our location scout in August, going off the beaten path, and just found it instinctively. These windows in this house, for me, represented the way I wanted to see the filtration of the film into this queasy, milky light that was so specific to Savannah, Georgia. Chris made this all a reality.

Blauvelt: When I got there, Todd was showing me all these images and there was this inherent sea-worn glass, this sort of haziness on things because of the ocean air. I could tell that was just a natural occurrence. It reminds me of Todd. Todd has this old, really shitty phone, and he would take a photo of a set with it and it would already look like that. [Laughs] So they were showing me images already discolored—it just became this throughline. This very texturized filmic look comes from a lot of the inspirations that Todd had already had. To me, we were all on the same page in regards to finding these places and these frames and the way we lit. This is just another one of those moments of really playing up the silhouette a little bit to add some volume to what’s going on.

Haynes: This is how you filtered the whole movie, in taking your cue from these very ideas that we’re talking about. The entire film was shot with pretty heavy filtration, wouldn’t you say, Chris?

Blauvelt: Absolutely. The lenses were from the 30s and 40s, and then you put this really heavy filtration on it when we could. That was our guiding principle.

The question of metamorphosis, as we get to know a heartbreakingly stunted Joe at a potential turning point, is central to May December, and it’s one layered in the direct visual metaphor of a chrysalis on the verge of hatching. The film tracks its progression in a series of lush, careful shots, which were among the most exhaustively planned-out during pre-production.

Haynes: We were breeding caterpillars the entire course of film. So we got our bug wranglers to breed cycles from the eggs all the way through because we knew we had to photograph them, but we didn’t know which of them would actually come out or manifest. We were underway, breeding them in cycles over and over and over again.

Blauvelt: Yes, this was a big part of our film. We had animal wranglers who didn’t even really know the true process of the chrysalis and the timeline it takes for them to come out of their cocoon. Our producer Jonathan [Montepare] wanted to make sure that I had the gear and everything ready when it happened. During prep, we were feeling like there were two that were going to hatch. I was on call, like waiting for the water to break on a pregnant woman; the call came in at 4:00 AM. I had the camera package in my apartment. I loaded up the gear and I was driving as the sun was rising.

The first one didn’t hatch until like 10:30 in the morning, so it was a long, long morning, but it felt good because we were there and ready. I had my finger next to the run button for about three hours. We watched this miracle happen in real time. And the lovely women that were our animal wranglers—her girlfriend was crying, we were all holding each other. It was super special.

Haynes: Then two days later, another one hatched. So Chris shot two live caterpillars hatching into butterflies within days of our pre-production.

Joe’s character development is captured as much through his physicality as it is the story’s twists and turns. This quiet shot, for example, speaks volumes: The metaphor of the butterfly meets a new layer of the narrative on his twin childrens’ graduation day—and force Gracie and Joe to confront the dark truth of their marriage.

Haynes: Like the dress-up scene, this is a shot that partitions the frame into interior, exterior reflections and the source, and it keeps evolving. But when you think that the butterfly metaphor has been marking the potential for Joe to maybe transform into a place where he can be liberated from this family or life or at least have the option, what happens right at that moment is the daughter walks in on the day she’s leaving home—she’s graduating, and all of a sudden the metaphor of the butterfly gets complicated into the fact that it’s the kids who are leaving home. And that’s been hanging over this whole movie as imminent terror, that this couple is going to be faced with each other without the family anymore. This is the moment where Mary is about to take flight.

Charles enters into the reality of this movie with these two career powerhouse actresses with very little relative experience. His audition completely redirected me into who Joe is because of what Charles already knew about this character before we ever met. He brings his own instincts, intuition, sensitivity, life experience, but incredible physical technical ability as an actor to this performance. This dear friend of Chris’s and mine, Jon Raymond, said, “Joe moves like a child and an old man,” when he saw the cut of the film. He doesn’t move like somebody anywhere near his age. That’s what you see in this shot, and you see it throughout the film.

The kitchen is a key space for Gracie, the place where she maintains the delusion of a normal life by running a baking business that may not be as robust as she’s been led to believe. But it’s also where we see here and Joe at their most comfortable—here, for instance, Haynes directs them through a tender interaction, where he finds a stepladder she’s been looking for.

Haynes: The kitchen is the centerpiece of most homes and particularly Gracie’s home where she bakes as part of a business that she’s trying to keep going. This particular moment between them is actually a slightly sweet one. It’s a little mundane exchange between them, and he gives her a little pat on the tuchus as he leaves. You get that rare moment between the couple at this stage of their life. There’s a real disparity between Gracie’s public life and her private, intimate scenes with Joe, and most of those occur in the bedroom. Under the pressure of this narrative framing, there’s a sense of instability that’s being unleashed. We’re trying to determine how much that is the norm between them and how much that has been heightened by the anxiety of this stranger who’s come into their lives.

Here is the final mirror scene—one in which Elizabeth’s transformation into Gracie is effectively complete. Staring directly into the lens, Portman performs a tour-de-force monologue that consists of the letter Gracie wrote to Joe when she was arrested, and professed her love for him.

Haynes: This was the scene in the script that made me want to make the movie. The monologue was so amazing, and it made me think of this scene in Bergman’s Winter Light where Gunnar [Björnstrand] delivers a letter to the lens of the camera. I saw it in high school and I was like, Holy shit, that shot and that performance—and I thought, I want to make this movie if only to just shoot this scene that way… So it’s just the realization of that very first instinct. In Winter Light, it’s in black and white and she’s against a neutral background, looking at the lens.

This is the apotheosis of Elizabeth’s transformation into Gracie before we see actual dailies from the movie that she’s about to make. What’s so interesting about Samy’s script is that we’re also learning so much about the intimate relationship between Gracie and Joe because of the relic of this letter that he preserved. We shot this the second to the last day of our shoot—speaking for myself, I just sat back and watched a masterclass in acting. Natalie did eight takes that were, each one, absolutely and subtly different. Completely thorough arcs of a performance. It was just an astonishing thing to watch unfold.

Blauvelt: I still get chills when I see this image. There’s nothing more intimate than looking at yourself in the mirror, but now the audience is the mirror and her eyes are looking directly at you. You feel like you’re just in this space with her. It added another level of intimacy and beauty to this thing.

This interview has been edited and condensed.