Why Meg Ryan added a very personal connection to What Happens Later

Warning: This article contains spoilers about What Happens Later.

Meg Ryan is exactly who you expect her to be.

The warm, witty, disarming person who breathed life into beloved characters including Sally Albright in When Harry Met Sally, Kathleen Kelly in You've Got Mail, and even an animated version of Anastasia Romanov, is much the way in person as we see her on screen.

That translates to her directing style, which she further defines in What Happens Later, her second directorial effort and her long-awaited return to the romantic comedy genre. But Ryan, like her friend Nora Ephron, to whom the film is dedicated, also understands that the sunny demeanor that so defines her work only resonates when offset by a thread of melancholy — that a bittersweet romantic comedy makes the romance all the more satisfying. There's plenty of that in What Happens Later, particularly in her own character's storyline.

Ryan stars as Willa, a free thinker who crosses paths with Bill (David Duchovny), her ex whom she has not seen in some 20-odd years, when they miss their connections in a regional airport and end up snowed-in together. Willa has a secret — she gave up a daughter (by another man, post-Bill) for adoption and her canceled flight was meant to take her to meet the girl for the first time.

Ryan herself is the parent of an adoptee, Daisy, 19. "That wasn't in the original story, but it really moved me," she explains of the storyline and its personal connection to her own life. "This idea that there's a benevolent, larger force at work. It's a magical idea, but I want to have faith in it. I like that it's an element of our movie, and I feel that with my daughter. I feel like it's magical forces that put us together."

Along with Duchovny, Ryan sat down for a wide-reaching conversation about the movie, out Nov. 3, including why she took eight years between directing projects, how they established their rapport, and Duchovny's inversion of the believer-skeptic dynamic of The X-Files.

ENTERTAINMENT WEEKLY: This is based on a play, Shooting Star. How did that come your way and what made you want to turn it into a movie?

MEG RYAN: It came to me during the pandemic, during lockdown, basically. They had done a first draft of a screenplay of the play. Over the course of 18 months, it kept evolving. I worked on it a lot. And then David came on board, and we kept talking. Some of that found its way into the script, too. It was a long evolution.

It has been a minute since your last directorial effort. Did you intend to take that long of a break? And then why was this the one to come back with?

RYAN: The first time I directed, once it was done, I thought, "Oh, I can do that better." And then I wanted to try it again, and it took a while to find the right project. I wasn't that aware of what tools were at my disposal the first time. And this time I was more aware.

You two had never made a movie together. I'm curious what assumptions you might've had about the other going in and then what surprised you most about the other in your process.

DAVID DUCHOVNY: I don't know that I had any assumptions about Meg aside from being a fan of her work. She got in touch about this script and we met for lunch and started talking about it. I loved the way she talked about the film and what it was going to be about. She was open to continuing the writing process, and we ended up getting together over Zoom maybe 10 times. We would read through the script and improvise a little in and around it, see if there was anything there. It's 500% more rehearsal than I've ever done for anything in my life, which was fantastic. It ended up being invaluable when we got on set — to have had this history of working through it. We had a natural rhythm over Zoom, but it's weird. But when we got on set and I got to act with Meg, God, that was such a pleasure to act with someone who's so organic and spontaneous and relaxed, even if she doesn't think she's relaxed.

RYAN: All those Zooms were invaluable because you can hear the rhythm of the scene, you can hear, "Oh, that scene shouldn't be there. It should be over here." The shape of the piece in terms of writing got very clear — when it took a dive and when it was energetic and what worked and what didn't. By the time we got to Bentonville, Arkansas [where we shot], we didn't have any time except to get thrown into it. The first scene we did was where we met in the movie.

Did you feel like you really shaped and changed the script over the course of those Zooms?

RYAN: All kinds of things evolved. When we were first working on it, it felt like even a different ending. It really did shift a lot. And the two characters, we found anxiety for his W. Davis and we found "woo-woo" for her, and we kept finding how opposite they were and how the same they were. I really thought of Who's Afraid of Virginia Wolff?. It was a good analogy because of that rollercoaster that they're on, it's basically just the two of them. It's a portrait of a relationship that makes sense mostly to them.

DUCHOVNY: What we were able to do on the Zooms, because this is a play that's how many years old?

RYAN: 20 years old.

DUCHOVNY: There was some stuff that was, I don't want to say outdated, but just not current. It didn't make sense.

RYAN: He had an ulcer, not anxiety.

DUCHOVNY: I had the old maladies, high cholesterol. But my initial instinct is to be, "Well, that doesn't work. Let's try something else." Which isn't always the best because you want to give respect to the words as written and try to make them work. Because we had time, we tried to make it work and what worked, worked and what didn't, we also had time to change it around a little bit.

RYAN: It really should work that way, but it doesn't. A thousand million years ago on a [famous] rom-com, we read and read and read and read and read. And then, when we were comfortable enough, we had it set and then we were still loose on the set. We were able to keep it alive, even into the edit process. We found, "Where are these two the most alive together?"

DUCHOVNY: Thank goodness Meg was just alive to that happening on the set. But also the way she shot — in most movies, television shows, comedies especially, the rhythm is created in editing and it's often off of closeups and reaction shots and s--- like that. And Meg was so confident of our rhythm. You could see it in the movie. There's not a lot of laughs that are made from a cut.

RYAN: There are a lot of two shots, and we didn't do that many takes. We did three or four of long scenes. We did a day where we just did a continuous eight-minute scene at the airport, back and forth, back and forth.

DUCHOVNY: And we were walking amidst actual travelers. We couldn't shut it down.

RYAN: You can't actually ask somebody in an airport to slow down or speed up.

DUCHOVNY: You can't ask them to do anything; they're on their own journey. I remember there was one moment that I wish you'd left in the film, but it wouldn't make sense. We'd done an eight-page scene and we're finally facing off into a two-shot and it's like, "Oh my God, we got through it." And there's somebody who says, "Oh, that's Meg Ryan and David Duchovny." I just said, "That's not helpful."

RYAN: And then he went right back into the scene. That was a really amazing thing about David too. We also had to contend with the real loudspeaker of the real Arkansas airport. I didn't get to see any footage really. We didn't really have playback or anything like that. So I watched a lot of your ability to cope in the edit room. It was hilarious. You just wait it out and then pick it up at exactly the right line after, "Boarding flight 7."

Meg, I feel like directing yourself is such a challenge. Was it easier the second time around?

RYAN: I don't feel like either of us got directed. I pretended the entire time that there was someone, a real director, outside in a tent.

DUCHOVNY: I'm glad you didn't tell me.

RYAN: We set up all the shots; we prepped as much as we could. And then I thought, "The best thing that's going to happen is if the two of us are free to be together." It was a shock to see the blonde person in the movie with David in the edit room.

DUCHOVNY: I'll say that's not true. Meg is the director and she's very prepared and she knows what she's doing. Director is such a weird word, a very aggressive word. But actually, what a really good director for me — and Meg is that — is somebody who creates a space where you can feel safe and free to experiment and exist.

David, these two characters have what is a very familiar dynamic for you, the skeptic and the believer. Did you fall naturally back into that?

DUCHOVNY: I didn't think of that at all. But it's a reversal.

RYAN: Were you the skeptic?

DUCHOVNY: No, I was the believer. Thanks for being a fan. No, I'm having trouble remembering myself. It's always an individual thing with the actors. Working with Meg in this realistic comedic vein was such a pleasure for me. And I don't walk around trying to compare to anything else I've done. It's just like, "Okay, this thing is happening here and I feel inspired and lit up by working with this person."

RYAN: But his relaxed commitment to the absurd is so casual and simple and profound all at the same time. He's trying to get away from her the entire time. There's so many improvs that he does. The complications between them and their regret and their attempts at forgiving themselves and each other, all of that had the same relaxed, committed truth.

Speaking of the absurd, there's this element of magical realism, particularly in the announcer speaking to you both. Were there any versions where you maybe explained that more? How did both of you make sense of that in terms of acting choices?

DUCHOVNY: That was a wild card while we were shooting.

RYAN: The magical reality of the movie is pretty well calibrated — how they become more and more aware of it and it's influencing them. But how that happened — what would happen in the environment to create that and what the announcer would say — took a lot of fine-tuning. It had to do with [Hal Liggett's vocal] performance. The weather is a magical element. The snow is a magical element. The score is a magical element. The whole sound environment of the movie is the last thing you put in as a filmmaker, and a lot depended on that.

This movie is about the one that got away, for better or worse. Have either of you had an experience where you ran into someone, be it friend or something more, after many years of not meeting that brought insight to this for you?

RYAN: Not that we're going to talk about. [Laughs] It touches on a universal fantasy about that. What would happen if I ever ran into so-and-so, and we never resolved this thing?

DUCHOVNY: That's one of the things that's so different now is that you can run into whoever you want to. Before you needed the voice of the airport to get you together. Now you can do it on your own.

RYAN: Nowadays, you can find anybody [on the internet].

DUCHOVNY: You don't need the airport.

What Happens Later is in theaters now.

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