A few years ago at a book club meeting, a friend took Sarah Polley aside in the kitchen. “She told me, ‘I found this book, and you have to make it into a film,’ ” Polley says. “She said, ‘I’m going to tell you the backstory of what happens before the book starts and you’re not going to want to make it into a film, so I need you to just hear it and don’t freak out.’ “

The book, Canadian author Miriam Toews’ 2018 novel Women Talking, is loosely inspired by the story of an ultraconservative Mennonite colony in Bolivia where seven men were put on trial after being accused of drugging and raping women in their homes between 2005 and 2009. Polley’s friend was right — the story horrified her. “I was like, ‘I don’t want to make that movie,’ ” she says. But Toews’ novel isn’t about the violence itself; it’s about a group of the colony’s women who conduct a secret meeting in a hayloft, with only 24 hours to decide whether to stay and fight back, leave, or do nothing. Polley found that idea riveting, and she tore through the book. “What was powerful to me was to examine the impact that [the violence] has on these women and how they process the trauma, how they move through it in community and move forward,” Polley says. “I didn’t quite understand how it could be made into a film, but I got really curious about trying to figure that out.”

The result, the movie Women Talking, which Polley wrote and directed, arrives in theaters Dec. 23 from United Artists. Like the novel, much of Polley’s adaptation unfolds in the hayloft, as actors including Rooney Mara, Claire Foy, Jessie Buckley and Judith Ivey play Mennonite women debating and discussing their options, and Ben Whishaw plays a colony man taking the minutes of the meeting. Frances McDormand, who produced Women Talking together with Polley and Dede Gardner, has a small role as a character named Scarface Janz, a staunch member of the “do nothing” camp.

McDormand, who produced best picture winner Nomadland, had read and been gripped by the book too, and reached out to Gardner, the president of Plan B Entertainment who produced best picture winners 12 Years a Slave and Moonlight, to help her develop it. To some producers, the idea of a movie about a bunch of women talking in a barn wouldn’t seem inherently cinematic, but Gardner saw huge potential in the story’s structure. “It’s so compact,” Gardner says. “You had your ticking clock. You knew what the inciting event was.” Gardner sketched a map of what she thought the colony looked like based on the book, and she and McDormand started talking about potential writer-directors. They knew they wanted a woman, and their first pick was Polley. Her 2012 documentary, Stories We Tell, about her own family’s secrets, had explored the nature of memory and storytelling in a way that Gardner and McDormand felt dovetailed with the book’s idea of reclaiming female imagination. They also thought that Polley and Toews, both being from Toronto, which has a large Mennonite population, would have a certain connection.

Polley and McDormand have the same manager, Frank Frattaroli at Circle of Confusion, and in a bit of kismet, they reached out to him about each other at almost the exact same moment. “Fran shot an email off to him and said, ‘Hey, what’s Sarah Polley up to?’ ” says Gardner. “And Sarah on the same day wrote to him and said, ‘Hey, I saw that Dede and Fran have [the rights to] this book. What are they doing with it?’ “

Polley on set. The filmmaker initially had reservations about the project: I didn’t quite understand how it could be made into a film, but I got really curious about trying to figure that out.

Polley on set. The filmmaker initially had reservations about the project: “I didn’t quite understand how it could be made into a film, but I got really curious about trying to figure that out.”

Michael Gibson/Orion Releasing

At the time, Polley’s three children were under age 8, and she thought she might talk to the producers about just writing the adaptation, not directing it. “Making films in its current structure, which is for a director to have 14- to 16-hour days or more, is not conducive to seeing your children,” Polley says. “I said to them, ‘I really want to write it and I would deeply love to direct it, but I just don’t think I can do it because I don’t want to not see my kids for the many months it’ll take to make this film.’ Fran just said really quickly, ‘Men have written the rules of this industry. Let’s rewrite the rules and let’s make this film in such a way that you do see your kids every night. Let’s just figure out how to make that work.’ ” Gardner and McDormand planned for shorter days, and a summer shoot in Toronto, and Polley got to work on the adaptation.

When she started on the script, Polley was concerned with keeping much of what had made the book work so well, including rich dialogue with a surprising amount of wit. “When I first sat down with Miriam and said to her, ‘If there’s one thing that’s most important to you about this adaptation, what would it be?’ She said, ‘The laughter.’ And that was a really great guiding principle to have going in.” Polley also felt she needed to build out the women’s environment and make some important pacing decisions. “What I realized is, it wasn’t a movie just about women sitting around talking in a hayloft — it was about their entire world,” Polley says. “I started imagining the landscapes and images of the children in the fields. The stakes are so incredibly high and real. The tension of that, I started to really feel, would be propulsive. I just knew in my bones it had to be under a hundred minutes. It had to move.”

Rooney Mara, Claire Foy, Judith Ivey, Sheila McCarthy, Michelle McLeod and Jessie Buckley in Women Talking. Says director Sarah Polley: We were asking so much of people emotionally, to go to such deep, difficult territory, that people had to feel safe and supported and held up by each other.

From left: Rooney Mara, Claire Foy, Judith Ivey, Sheila McCarthy, Michelle McLeod and Jessie Buckley in Women Talking. Says director Sarah Polley: “We were asking so much of people emotionally, to go to such deep, difficult territory, that people had to feel safe and supported and held up by each other.”

Michael Gibson/Orion Releasing

Because of COVID-19, production was delayed for a full year, to summer 2021. With that extra time, Polley, Gardner and McDormand honed the script and the casting. “To have 12 extra months to incubate a movie just feels very luxurious,” Gardner says. In filling the roles, Polley and her casting director, John Buchan, took into account not just acting ability, but also temperament. The cast would have to power through long monologues and shooting 10- to 15-page scenes sometimes more than 100 times in order for Polley to get the coverage she needed of all the actors in the scene. “It was really important that we keep the sense of community in mind when casting this film,” Polley says. “We cast according to personality, ability to listen, ability to make room for others and nurture the community as opposed to just oneself. That was really delicate work.”

Mara, also a fan of the book, reached out to Polley and expressed an interest in the character of Ona, a pensive pregnant woman. “I connected with the fact that Ona is sort of an outsider and a dreamer,” Mara says. “Even though she’s very steadfast in her faith, she does things in her own way in this community where that is just impossible.” The actors had two weeks of rehearsal, the first week over Zoom, while they quarantined in Canada. “I was very intimidated,” Mara says of the first Zoom rehearsal. “I’ve always felt like not quite a real actor, because I don’t have any training. I haven’t come from the theater.”

It’s very rare to have a bunch of women together on a film set, especially rare to have a bunch of women from different generations says Mara.

Michael Gibson/Orion Releasing

Polley told the cast that in their performances, they should remember that the women they’re playing do not read and write and don’t have access to the kind of information they do. “She kept pulling you back to the simplicity of it,” says Ivey, who plays one of the group’s matriarchs. “They are thinkers, but that is expressed in a more simple way, a more direct way. There’s a kind of innocence to it.” Although the film is full of emotionally wrenching moments, among the hardest for the actors to play, Mara says, was one where the women share a long, hearty laugh. “It’s really hard to fake-laugh, almost harder than crying in a lot of ways,” Mara says. “We knew it had to be genuine and real and that we were going to have to do it like a hundred times.” Mara’s solution was to bring a fart machine to set and secretly deploy it at key moments. “It aided us, let’s put it that way,” Ivey says.

When Polley first approached her longtime cinematographer, Luc Montpellier, who also shot her 2006 film, Away From Her, and 2011’s Take This Waltz, Montpellier says he wasn’t sure, as a male cinematographer, that he was the right person to shoot a movie so centered on the female perspective. “Sarah said one simple thing to me, which was, ‘Luc, this film is about everyone,’ ” says Montpellier. “It’s not just about women. Everyone has to be involved.” Montpellier shot in 70mm digital using large, anamorphic lenses to give the film an epic feel. Polley wanted the photography to mirror the weight of the situation. “We really wanted this idea of a very Gothic image,” says Montpellier. “The conformity of the society, how the patriarchy has pretty much dictated the rules of the world — we wanted the photography to capture that.” As a point of inspiration, Polley was taken with Canadian photographer Larry Towell’s black-and-white photographs of a Mennonite colony, but she and Montpellier felt using black-and-white in the film would be too distancing, so instead they chose desaturated color. “We still wanted to trick you into wondering what time period this was,” he says. “We didn’t want to disconnect the audience from the idea that it could be happening right now.”

For interiors, production designer Peter Cosco built a set inside a large studio space.

Michael Gibson/Orion Releasing

Polley wanted the barn in which most of the film is set to feel cathedral-like. Most of the drama unfolds inside the hayloft, which production designer Peter Cosco built as a set inside a giant studio space, with room to shoot, height for lighting and a blue screen. “We wanted to be able to control the environment and freeze time,” says Montpellier, describing one key visual effects shot where the sun sets on the horizon while a child falls asleep in her mother’s arms. “The film is not meant to be a visual effects film. You’re not supposed to know that there’s a lot of technology used, because it’s not that kind of story. That was a big challenge, to make those effects disappear.” Polley shot the exteriors on a farm about an hour outside Toronto, where an accommodating farmer changed his crop from corn to soy, which grows lower to the ground, for the production. Cosco used the farm’s existing barn, but built additional structures such as a schoolhouse and a wash house with a windmill and water tower, the site of a key scene between Mara and Whishaw’s characters looking up at the stars. “Being on the actual farm was amazing,” Mara says. “It was beautiful and it was helpful to be on that farm and to imagine, ‘OK, this is where you’ve spent your entire life, out in nature.’ ”

Ben Whishaw, with Mara and Foy, plays a Mennonite colony man who takes the minutes at the extended meeting of the film’s four central characters.

Michael Gibson/Orion Releasing

In order to write the score, Icelandic composer Hildur Gudnadóttir found that she had to shift her initial response to the story. “When I first started working on the film, I felt so angry and sad on behalf of these women,” she says. “I started to make music that was angry and sad and dark because that’s how I felt. Sarah said, ‘What the music actually needs to do in this film is to show the possibility of a better life, of freedom. The music needs to be that driving force.’ ” Gudnadóttir wrote an acoustic, guitar-driven score and recorded it with her close friends. “If it would have been lush orchestral music the whole way through, we would’ve lost a lot of connection to the ground,” she says. “This down-to-earth approach felt timeless.”

Despite the timelessness of the film’s aesthetic and its score, what critics keep praising in Women Talking is the way it deals with the very contemporary issues of the #MeToo movement and how to move forward from the pain that launched it. “The movie is about refocusing ourselves on what we want to build and how to get there, rather than what we want to destroy,” Polley says. “What it’s about is asking really fundamental, difficult questions that open up the possibility of changing our minds.”

The film’s exteriors were shot on a real farm about an hour outside Toronto.

Michael Gibson/Orion Releasing

This story first appeared in the Dec. 7 issue of The Hollywood Reporter magazine. Click here to subscribe.