There aren’t many professions in which asking your co-workers whether or not they’ve participated in an orgy is part of regular life, and even fewer outside of the adult film industry. Between Us filmmaker Rafael Palacio Illingworth doesn’t want to shy away from exploring sexual fantasy, as well as the disparity between those desires and reality. It’s what prompted him to appear fully naked as the lead actor in his debut feature film Macho. It’s also what inspires his deeply intimate story about a couple tempted with adultery in Between Us.

As for the filmmaker’s penchant for asking frank, sexually-skewed questions of his co-stars during their first meetings over coffee, Rafael explains that he was seeking, “an assurance that we can tell an honest story. For me, when somebody shows up and he comes with his social media in mind or publicist in mind, all these things are blocks to the story. If they have a problem with telling that truth then I have a problem.”

In Rafael Palacio Illingworth’s interview on Between Us with Way Too Indie during the Tribeca Film Festival, the filmmaker discusses the real-life spat that inspired the movie, what types of questions he peppered the actors with prior to casting, and how Mad Men helped put Ben Feldman on the director’s radar.

What lead you to the creation of Between Us?

I developed it for three years but the idea first came to me a couple years before that. I had this fight with my girlfriend, and I stormed out of the apartment – which I had never done before – and then walking I thought to myself, “What I find the perfect girl right now?”

Of course, that never happened. I came back 20 minutes after. Actually, I’m married to her now, even. It was then I realized that all these fantasies are more like an antidote for your anger than anything [else]. It’s easy to think, “If I leave you I’ll have a line of girls waiting for me.” But the reality is not that.

So that idea came a long time ago and I wanted to shoot it as an unscripted thing before having my first child – only child for now – but I didn’t have time. So then I connected with Caviar [Production Company, which also produced last year’s The Diary of a Teenage Girl] and it just organically happened from there with a script.

How did the idea mold from your writing process?

Talking about these impulses – these kinds of naïve impulses – of doing something unscripted and powerful. Usually, at that point, your ideas are like, “I’m going to do a movie about everything.” You know? [A movie] about everything that’s ever existed. QW you sit down to write the words and realize you have to translate whatever you’re feeling to something it becomes real.

I think the process was really good for the project, and really helped shape it into something because it had to become real and intimate. For example, there are these bookends of the clouds. The movie used to be called The Force, up until recently. Because it spoke about that force always wants to push us around and make you think there’s someone else around; all this temptation and desire. In early versions of the script, [this sense] came from outer space to the inner world through clouds.

I realized whatever it is, it’s between them. It’s there in that apartment where they’re sitting. In front of them, between them, no pun intended.

That [process] is what I went through for the whole script. It was a grand story that tried to talk about everything until we shaved it down to be about this intimate couple and these struggles that they have.

Right, at some point you have to hone in on your focus.

So finding that was the challenge but compared to the general structure, the script didn’t change much. It was always the story of this guy walking out of the house in a rage and then dealing with the consequences of finding this girl that he thinks is the perfect girl.

How early did you get Ben Feldman and Olivia Thirlby involved, and what made you know they’d be right for their parts?

When we went out to start casting it was very important for us to get that main couple right. First, we started going out to guys. The first person that really responded on my list of preferred guys was Ben. This was when he had just finished Mad Men, and he had done an amazing job there. He liked the script. At that moment he hadn’t done any dramatic films, he had only been in horror films.

So I found it interesting that he was not a guy who would come with his own baggage or his own brand. He responded to [the script], we met, had a nice conversation and we connected really well as friends. That was the most important thing to me because being a small movie I needed someone that I could trust that was going to help me out. Whatever that means.

I wasn’t experienced in directing A-list actors, so I also wanted to be open in expressing what I was expecting and what I was fearing. I shared all that and I realized this guy’s a friend. We barely talked about our film; it was more about, “Where do you live? What do you like?” I knew we could sit down for a coffee regardless of any movie. That was what made me think that this guy was going to be right.

After [Ben was cast] we went out for girls, and Olivia also responded [to the script]. Funny enough they hadn’t met until after they were both cast. I had the same experience with Olivia when we met. In a different way, obviously, but I also felt like she was into exploring, and helping, and being open. I realized that if they both can do this then the three of us could do it. It was risky but I think it was fine and they’re both so open and nice.

Were those conversations with the actors partially about their own views toward love or intimacy, since those feelings play such major roles in Between Us?

Yes, I think most of our conversations were about our very private lives. Look, I have nothing to lose. Everything’s on the screen. Sometimes I would just come to them and say, “How is it? You’re married. Have you ever cheated? Have you ever gone to an orgy?” It was all these things. It was kind of rushed, very quick, but it was nice. The advantage that I have is that my movies are clearly self-referential so there’s no secret. I’m not talking about a character.

Especially if you’ve seen my first feature film, which has me acting [in it] and I also get naked. That gave me a really good platform to say, “It’s not going to be as explicit as my first movie but it is in this world of honesty.” I don’t want the camera or the Hollywood desires to be in front of us telling an honest story.

So I would ask if they were okay getting naked or how okay they were with sex scenes. How not [okay they were]. Where could I go with it. I had that conversation with Ben although he had no nudity [in the movie]. It was just about knowing that if needed we will go there.

And also to know that they would be open to feeling that necessity. They could suggest it to me. Which would happen with Olivia. Sometimes I would be like, “Cover her here,” to be very proper and she would say, “Come on, it has to be real.” I expect that and those are the things I make clear from the beginning.