Asia Kate Dillon and Ridley Asha Bateman in Outerlands

After a run-in with a new coworker at the laundromat, Cass (Asia Kate Dillon) has a drunken hookup with Kalli (Louisa Krause). Kalli seems to take an immediate trusting to Cass, and after Cass tells her their side-gig is nannying, Kalli asks if they can watch her daughter Ari (Ridley Asha Bateman) while she goes out of town for work. Cass makes an income by caring for others—watching rich kids by day, serving in a restaurant by night—but their own inability to take care of themselves comes to the forefront when they suddenly have to play parent to a pre-teen. It’s not so much Cass’s inability to provide for Ari that creates tension, but the way Ari looks back up at Cass, someone they need as a rock who doesn’t have anything in the fridge besides beer.
As Kalli’s radio silence goes from being a fluke to a genuine concern, Cass gets worried, then they realize Ari hasn’t either. Where Kalli has gone or what she’s doing, director Elena Oxman withholds through her rigorous focus on the narrative through Cass’s first-person perspective. But Oxman also holds Cass’s background at arm’s length from the audience, ramping up the tension for both audience and character by keeping Cass running.
Outerlands is Oxman’s first fiction feature, but hardly her first film. She’s been working professionally for almost 25 years, making collaborative documentaries with fellow Yale-graduate Elihu Rubin in and around her alma mater’s hometown. From New Haven she would go on to get a PhD in film theory from UNC-Chapel Hill, writing a dissertation on André Bazin, Roland Barthes and Gilles Deleuze. Oxman would go from there to San Francisco, where she would teach film but also start developing what would become Outerlands.
Oxman’s work has a strong sense of place, like her early essay film Kmart Confidential not just being about the history of the company but a specific Kmart she would frequent. In San Francisco, Oxman was interested in the “outerlands,” neighborhoods on the fringes of the more severe gentrification. She started her exploration of the bars and nightlife in these neighborhoods with her short Lit and expands this exploration ambitiously with Outerlands—both in scope of how many Oxman was shooting at, and in the poetic inflection she’d employ in doing so, breaking up moments of realism with prolonged drive-by phantom carriage shots of buildings to medieval choral compositions from 12th century abbess and mystic Hildegard von Bingen.
Nominated for an Independent Spirit Award for Best First Screenplay and out now on VOD, I caught up with Oxman over Zoom after Outerlands played at the 26th Maryland Film Festival.
Filmmaker: The sense of place is so foregrounded in Outerlands, with you filming fringes of San Francisco where gentrification hasn’t taken hold.
Oxman: I have always been drawn to landscapes like that where you can really feel history and economic forces, and also feel what’s pushing against them. There’s a certain melancholy in a lot of American cities. It’s sort of inevitable, that change, yet I always find myself frequenting older places, diners and bars and places where there’s a lot of character. My short film [Lit] was inspired by the Inner Richmond neighborhood. We shot on Clement Street, which was also in Outerlands. Sometimes places shape things. There was this old donut shop I used to go to; I just loved the sign and thinking about characters wandering through this lonely street at night—that was one of the images inspiring that short film. My next film, though, is very different. It’s a boarding school story, much more about New England.

Filmmaker: Outerlands is such a first-person story, and I think it’s interesting how you film sequences just looking at buildings as they pass Cass while they’re on a scooter. It’s so simple, and you elevate it with that great music by Hildegard von Bingen.
Oxman: I drive a lot and spend a lot of time on buses, so those lateral tracking shots are a very perceptual, phenomenological reference point of what it feels like moving around cities. Originally, we wanted to shoot Cass and have a stunt person on a scooter, and that just got way too expensive and complicated. But there’s something more poetic and abstract about it [this way].
Filmmaker: The film almost shifts genre because of how little information the audience has about what’s going on. Cass’s life is changing constantly because they don’t know what the next day is gonna look like for them. They don’t know if all of a sudden they’re gonna have to be a parent for the rest of their life because of this situation.
Oxman: I knew Cass was going to be in every single frame of the movie. It makes things easier in some sense because there’s this immersion quality in the writing process. You’re psychologically aligned with one person even though you’re trying to give access to the other characters. Something important to me with the first-person thing is the realism of what it actually feels like from scene to scene. What does it feel like to wake up in the morning and have all these bottles in your apartment? What would it feel like to have this kid?
Filmmaker: Cass is also kind of enigmatic to the audience. All of the information is filtered through them, but also they are very coy with what the audience can get to know of their background.
Oxman: I’m interested, in general, with what you can get away with in terms of withholding. For me, withholding information makes you a little bit more engaged, but if you withhold too much you lose people or there’s frustration. My editor and I were always talking about that. The ambiguity comes when you have that approach of withholding.
Filmmaker: When did Asia Kate Dillon get involved? They’re so instrumental to the role of Cass.

Oxman: Right away. I was watching them on Billions during 2017 to 2019, when I was writing and began to really think of Cass as Asia. I could tell that Taylor Mason—that character they played for many seasons on Billions—had a more limited emotional range, but they might be interested in stretching. I ended up writing them a letter and sending the script, and it was perfect timing because Billions was ending.
Filmmaker: Did that help to get the film off the ground?
Oxman: That was a pragmatic aspect as well. It’s just gonna help to find people that are already somewhat known to be involved with this. I’m so glad I did. That’s not the only reason, but it does help for sure.
Filmmaker: Let’s talk about the actual nuts-and-bolts of the production. You had a lot of locations and not a lot of days.
Oxman: Whenever people ask what were the biggest challenges on the project, definitely it was the number of locations versus the number of days. I don’t know the exact number, but it was over 30 locations and under 25 days, so we were moving around a lot. I wrote in so many of those places I hung out or spent time at. It was a scheduling feat that I credit my producers and AD for figuring out.
I have a theater background, and with theater you rehearse for months and months, hone performances, then you put it on. It’s a whole different craft with film. Asia and I would meet on Zoom, probably for a year—we also got delayed because of the SAG strikes, so we had this extra period of talking about the film and thinking about the character. Then we got together for four or five days in person and rehearsed together a couple months before shooting. I’m so glad we did, because we could have a shorthand when we were on set. With all the other actors, we met on Zoom and talked through some things, but it was really just getting on set and very, very minimal rehearsal.
Filmmaker: I imagine you didn’t have the opportunity to do many takes.

Oxman: No. Again, testament to the actors. There were times where certain of our amazing actors were just getting one. We were just running out of time and got one shot at it. That’s a very hard thing for both actor and director when something like that happens, but thankfully, they’re such pros that we ended up having everything that we needed. As a first-time director, that time constraint is a huge wake-up call. I personally think constraints fuel creativity and innovation; on the other hand, it took me a few days to be like, “Okay, this is the pace we’re going” and adjust.
Filmmaker: You also worked with Ridley Asha Bateman, and working with a child actor I imagine would be a little less mechanical than working with a more seasoned actor, and they might live in the present a little more as well.
Oxman: Ridley was so prepared; she worked with her mom a lot. She’s got incredible natural talent and really is a pro. Sometimes with kids it can be a challenge because they come with a performance locked-in—ironically, there can be a lack of spontaneity. But Ridley is so good that she both came extremely prepared but also was able to take direction and modify or adjust on the spot. There was a little bit of improv, but not much. From the actors’ side, their craft being there, we could be doing things in the moment in a kind of precise way.