Me and Earl and the Dying Girl follows Greg (Thomas Mann), an awkward, socially faceless high schooler who’s forced by his mom to befriend a girl his age named Rachel (Olivia Cooke), who’s just been diagnosed with leukemia. The film revolves around their at first reluctant friendship which gradually blossoms into not a romance, but a connection that changes both of their lives completely and forever. Earl (RJ Cyler) is the closest thing Greg has to a friend, and together they make DIY spoofs of classic movies (“The Seven Seals,” “A Box of Lips Wow”). They decide their latest movie will be dedicated to Rachel, but tensions rise as her condition worsens and they struggle to make their tribute perfect.

Directed by Alfonso Gomez-Rejon, who worked under Martin Scorsese for a few films, shooting second unit stuff occasionally, and also collaborated semi-extensively with Ryan Murphy on his shows Glee and American Horror Story. The film won the Grand Jury Prize at Sundance and was picked up for $12 million, the biggest acquisition in festival history.

In a roundtable interview, we spoke to stars Mann, Cooke, and Cyler, and director Gomez-Rejon about how the movie changed them as people.

Me and Earl and the Dying Girl is out in limited release this Friday and expands nationwide later in the month.

The movie spoofs Greg and Earl make play really well to cinephiles, but is there a concern that they might go over casual moviegoers’ heads?

Alfonso: No. We knew they wouldn’t make or break the movie. It was a texture that actually tells you a lot about Nick Offerman’s character, who introduces them to these films. People are discovering the films. You watch a Michael Powell movie, you keep it alive. It’s also an extension of the theme of the film. Maybe once someone voiced concern over the films being too obscure, but it didn’t matter. It’s a texture, and it’s very specific to them.

Is the hope that people who haven’t seen these movies seek them out?
Alfonso: That’s the hope, absolutely. That’s why we have the whole filmography, where people can find all of these movies. After we premiered at Sundance we had a screening the next day for high school students. That was a real test. We’d never seen it with just high school students. The movie played just as well, and afterward, they all said they wanted to go find these movies. That’s highly rewarding.

Speaking of teenagers, they have a really sensitive bullshit meter when it comes to teenage dialogue in movies. I thought the dialogue in this movie sounded very natural.
Olivia: It was Jesse Andrew’s script. It was so easy. A lot of the time you’re trying to make dialogue sound natural and realistic, but that wasn’t the case with this movie. Jesse made it really easy to say the lines.

Alfonso: You cast [the actors] because they make it feel real. You’re after naturalism, and these guys are here because they were able to make it sound like it was them.

Did you read the script or the book first?
Alfonso: Jesse had already adapted the script, and once I got the job it was about trimming it so that we could afford it. We couldn’t afford to make the script I read. There were some fantasy sequences we just had to cut down. We had 22 days and a certain amount of money, but it’s essentially the script, just a little shorter.

RJ, you joined the project way later than these guys.
RJ: WAY later.

Olivia: Not WAY later…

RJ: WAY…

Did you have any anxiety joining the project so late?
RJ: Yep. It was cool. I was mostly anxious to meet everybody. The only ones I knew going to set were Alfonso and Thomas. I was comfortable with them. I was like, “Okay. If anything happens, just run to one of them.” If they don’t have your back, run to Chipotle. They made it very calm, and they made me feel like just another family member. I forgot it was my first movie for a good while until I started walking into rooms and saw cameras hanging from roofs. I was like, “WHOA!” Everybody else was like, “It’s what we do.” That’s not what I do. My iPhone stays in my hand in front of my face. It was just them making me comfortable. It was nothing I did personally. I just fed off of their naturalness and niceness and didn’t look at the RJ-oddness. That’s a word. I’m making a word.

One thing that popped out in the movie was how different the Nick Offerman character is from Ron Swanson. Was that a conscious decision?
Alfonso: Of course. I saw Nick in a play called Annapurna with his wife. It was an incredibly dramatic role, and he had a beard down to here, and he just let himself go. It was amazing. I wasn’t aware of his range because we’ve been exposed to him as a comedian. Comedians always have this ability to go deeper than most people. I knew he would bring a depth to the character. He’s this eccentric, mumu-wearing, kilt-wearing, Moroccan-slipper guy, but there’s this deep sense of passion and concern for his son. One of the most powerful things in the film is a close-up of him saying, “Are you okay buddy?” You just sense that there’s so much going on underneath. It was never going to be a caricature, and it could have been that, because he’s so eccentric. But Nick makes him a human being.

Do you guys play video games?

Thomas: No.

Olivia: No.

Alfonso: No.

RJ: Yes! [pauses] I mean, aw, I’m sorry. No, I don’t play video games.

Well, there’s this thing trending in video games called “environmental storytelling,” where the player is dropped into an environment and looks for clues. Gradually, a narrative emerges without a word being said. I your movie has a scene in Rachel’s bedroom that reminded me of this very much.
Thomas: That was toward the end of the shoot. At that point I’d been living in this world for so long, and I’d just watched Olivia as Rachel kind of go through this. It was weighing heavy on me. I was worrying about the scene, and the first time I saw a lot of those props was when we were shooting. It’s Greg discovering all these things that, had he learned to listen, he would have known about. It’s not like he was a bad person; he was selfless in trying to make her laugh and distract her, in a way. It’s an admirable thing. But there are all these different layers to her. I was really moved.

We did a walkthrough where they’d say, “You’ll find something here, which will lead you to this thing, and then you’ll discover this thing.” We kept it pretty loose. At the beginning of every scene I’d read the note Rachel writes to Penn State, which got me to that point emotionally. I’d never had that experience where you start crying and you can’t stop. I felt drained. It was a really heavy experience.

Alfonso: It’s partly about that Greg didn’t ask enough questions, but she’s also aware. She’s talking to him. She left this book for him as a clue in a journey. It’s done in a way that Greg can look back on it without regret. She understood him better than he did, and she chose to show this side of her.

Greg makes a promise throughout the film that turns out not to be true by the end. Do you think this affects the overall honesty of the story?
Alfonso: It’s as honest as a 4-year-old facing someone who may or may not die. It’s the same thing with an 80-year-old who’s been married for 50 years to the same woman, or a 17-year-old whose new friend may or may not be there. You never think it’s going to happen, and you lie to yourself until the very end. I think it’s a very human reaction. It’s a 17-year-old telling you a story.

Thomas:  I like that he wants to control and protect her from being seen as this thing with an expiration date. He wants you to see her as a human and get to know her the way he got to know her. If you’re just waiting for something to happen, you might keep a wall up. He didn’t want to see her that way.

Did new things get revealed about the story as you filmed? In other words, did the personal meaning of the story change from the beginning of the filmmaking process to the end?
Thomas:  Oh yeah. Even now I’m realizing new things about it.

Olivia:  I always feel that, from the beginning of production to the end, you evolve with the character and the story evolves with you. By the end of filming I felt like I was a completely different person, and Rachel was a different person than I originally set about playing.

RJ:  At the beginning, I knew Earl, but by the end I understood why Earl felt this way and that way and why he says this and that, why he operates [the way he does]. That’s from the direction of Alfonso and discovering new places I could find in myself. That came with being comfortable around these guys.

Alfonso: It completely changed for me. I started the film as someone who wanted to believe McCarthy’s lesson, and by the end I truly did. That’s the big difference. I was doing the DVD commentary, and it was hard to get through it because you realize who you were at the beginning. The last day of production was a hospital scene, and you could barely talk over it because you’d changed so much and discovered so much about yourself. The characters in that scene became very much alive and mysterious in different ways. The journey continues to unfold post-Sundance. I changed quite a bit.