Billy Crystal and Ben Schwartz share the spotlight in Standing Up, Falling Down, a wonderful comedy/drama from writer Peter Hoare and director Matt Ratner. Schwartz (Sonic the Hedgehog, Parks and Recreation) stars as Scott, a New York-born comedian who finds himself returning home after failing to find fame out West. While struggling to determine his next step, he meets Marty, played by Crystal (City Slickers, When Harry Met Sally), an alcoholic dermatologist with his own issues. Together, they form an unlikely friendship and inspire each other to be better people. It’s a heartfelt story full of jolly comedy and genuine emotion.

Standing Up, Falling Down marks the feature directorial debut of Matt Ratner, who has already made his mark on the theatre scene and produced multiple films under his Tilted Windmills Productions banner. After making waves at Tribeca and various other film festivals across the country over the course of 2019, the time has finally come for Standing Up, Falling Down to make its debut in theaters and VOD services.

While promoting the release of Standing Up, Falling Down, director Ratner spoke to Screen Rant about his work on the film, from the decision to shoot the film in the undervalued outskirts of New York City’s Long Beach neighborhood and how the casting of Schwartz and Crystal came about. Coincidentally, Billy Crystal is also from Long Beach, and many of the film’s shooting locations held personal value to the Monsters University star, which only added to the intimate and personable nature of the movie.

Standing Up, Falling Down releases February 21 in theaters and VOD.

Let’s talk about shooting in New York City. I live in Far Rockaway, and I guess I could technically swim to Long Beach from here, but that would be extremely unsafe, and there are much better ways for me to get there. Can you talk about shooting in New York, but particularly in a neighborhood like Long Beach? It’s not the classic NYC image of Manhattan skyscrapers, but are no less part of the city.

Is that where Billy Crystal entered the picture?

Yeah, you know, it’s funny. The film was written there, the writer grew up there. I’m from Cleveland. And as we were figuring out how to get the film made, we weren’t necessarily wedded to shooting there. We wanted it to feel specific, but we didn’t necessarily know where it was going to be. But then I went out there, spent some time with the writer, and it’s just… It has a character that is so unique, so it’s own, and we felt like it was really where we needed to be.

Yeah, I recognized Mike Carlsen from Kimmy Schmidt. I imagine he’s a New Yorker.

We didn’t write it for Billy, but he’s actually from Long Beach. So it wound up being a very serendipitous thing. And if you walk around Long Beach, you realize Billy must have 50 uncles, because everyone you talk to is, like, “Oh yeah, Billy’s uncle lives right next door!” And there was a lot of weird serendipity with the film, that way. The coffee shop, that plays for L.A. in the movie, where Scott’s bombing in the beginning, that’s actually the coffee shop, unbeknownst to us, where the writer wrote the first draft of the screenplay. Then there’s the scene in the synagogue, where, again, we did not communicate this to Billy before we scouted it, but it turned out to be the exact synagogue where Billy had his bar mitzvah. So, you know, little moments, like with the character running in the wetsuit. We were out there in November, but we saw people surfing! So being able to have that kind of lived-in feel to it… Anytime you’re able to shoot where you’ve set it, it adds so much authenticity and specificity. And shooting in New York, my background is in theater, so the level of cast you can get to come out and shoot for two or three days in New York… Everyone’s there. Not just people like Debra Monk, who plays the mother, she’s won two Tonys, and she elevates the film so much. But even down to people like Michael Kostroff, who plays the rabbi, he’s only got one scene, but it’s a pivotal scene, and he’s someone you recognize from everything. And being able to have access to that talent pool as a director, it’s such a boon.

I mean, just look at him!

Yeah, Mike’s from New York.

Absolutely. I particularly enjoyed Ruis, because he’s set up to be a total punchline, but then once Ben and Billy meet him and they all become friends, you really get to learn about this guy. “There’s however-many stories in the Naked City,” right?

(Laughs) Again, it’s something where you want to believe the relationship between them. They’ve got a funny relationship between them, the bartender and Billy’s character. And a lot of the film is about the relationship between Billy and Ben, but part of what spoke to me about the movie is that every part was so fully realized on the page that I felt like we could get really dynamic performers to do it and bring out even more nuance and specificity. Part of what drew me to the script was that roles 3-9 are also dynamic, fleshed-out, interesting roles. There’s a really cool movie to be made about Ruis trying to become a cop, a cool movie to be made about Becky stuck in a loveless marriage. That, I think, coupled with shooting in New York, allowed us to create this real ensemble that gave Billy and Ben people to play off of.

You’ve produced a bunch of movies over the years, but this is really your first time directing a feature. Was there something special about this one that made you stop and go, “I need to be behind the camera pulling the strings on this one?”

Yes. In terms of Ruis, that line, “Ruis is awesome,” has to not be a punchline. It has to be true. And when we talked to David Castañeda, who since has done The Umbrella Academy and is a terrific actor, he’s just that cool! He’s got it. It’s effortless. But he’s also not “douchey cool,” he’s “endearing cool.” One of the last spoken lines in the movie is about Ruis, so he’s gotta earn it.

Yeah, it goes into some really heavy places.

My background is in theater. I studied directing, and directing’s always been the passion. I started producing and fell into it, but was always… Every film I’ve produced, I’ve always been looking for the right thing for me to direct. And it’s such a different type of commitment. I’ve been living, breathing, sleeping, dreaming this project for over two years, now. So it had to be something I’d care about. And I’ve always been drawn to stories that blend humor and pathos in a way this script did. I loved the fact that, from the first time I read it, there were moments where I was laughing out loud, which never happens with a script, and there were moments that I found incredibly emotionally affecting.

You mentioned earlier, and obviously the crux of the movie is the chemistry between Ben and Billy. How did you decide on these two actors? When did you know they were going to be so perfect together?

The idea of grappling with the nature of regret. Are there certain mistakes you make and wounds you cause that are too deep to come back from? Can you un-f*** something? The fact that was all there in the characters without being heavy-handed, all that just made me feel like this was a story I needed to tell.

How did they help?

After we wrapped. (Laughs) No, no. It’s funny, one of the vagaries of independent filmmaking is that we don’t have the luxury of doing things like chemistry reads, so you can have two brilliant actors, but for whatever reason, through that magical alchemy of film, it just doesn’t work. Ben and Billy didn’t know each other before the shoot, and they’ve become incredibly dear friends. Very quickly, we saw that their relationship on and off screen really mirrored itself. Billy came onboard first. I was already back in New York, scouting. He’d been on an early dream list, which you make and then discard because you know there’s no way you’re going to be able to get someone like Billy Crystal. I normally never give credit to agents, but I’ll give credit to his team; they were really supportive of me and the project.

He does exhibit some jerk-like behavior, yes.

The last thing you want to do is to spend a month waiting for Billy Crystal to not read your script. We’d gotten the feedback that he really would look at it, and he read it. Maybe two days later. I was on a plane back to L.A., I was rapidly re-watching When Harry Met Sally to prep for the meeting. The script really just got its hooks into Billy and sparked something. We saw the film the same way from moment one. Then there was a shortlist of people we were looking at for Scott, maybe five names. We sent those to Billy, along with materials on them, and Billy really sparked to Ben’s stuff. I talked to Ben, who was in Atlanta shooting another film. I didn’t meet Ben in person until two days before we shot. But through our conversations, I could tell he was a guy who could do… Scott does some things in the movie that are, to be charitable, somewhat jerky.

I imagine, if it had gone down another way, with the two of them really trying to out-funny each other with their incredible talent, you just wouldn’t get any work done!

But we needed the audience to root for him. We needed him to be someone who can make some mistakes, who does some jerky things, but isn’t a jerk. And Ben had that. From there, you put them together, and to both of their credit, it was always about the story. Ben’s background is UCB, and Billy’s background is obviously beyond reproach. But there was never one-upmanship, there was never… The tail never wagged the dog.  Any humor we found, anything, it was always driven by what serves the story.

You mentioned your background in theater, coming from Cleveland. Can you talk a bit about your trajectory in the industry? What inspired you to become a filmmaker in the first place?

They are two of the most gifted people I’ve ever been around in terms of, not just their wit, but how quick they are. We certainly had a lot of fun on set, but in the scenes, it was always story-motivated and story-driven. As a director, you can’t ask for anything more than that.

Well, the public is finally going to get the chance to see Standing Up, Falling Down, after it got such a warm reception at Tribeca last year. Can you talk a bit about that road, earning affirmation at the festival and now getting the chance to see how it plays in the wild?

Sure! I come from a culture and a family of storytellers. That’s always been in my blood. I went to Northwestern, I went to school in Chicago, studied theater. I felt burned out on it, ended up spending some time in Colorado as a ski bum, which is what I should have stuck with, and then wound up taking this kind of weird turn, worked in politics in government. I wound up working for the Justice Department in D.C. And it was really interesting, dynamic work, but it was turning into a career, and I didn’t want to wear a suit to work every day. I felt, if you have a modicum of discipline and work ethic, if you’re gonna spend enough time doing whatever it is you do for a living, you’d might as well enjoy it. So I really moved, cold turkey, to Los Angeles. I had a lot of cups of coffee with a lot of people, I worked not-very-glamorous roles in not-very-glamorous films, and then fell into producing. I got very lucky. The first film I produced was a movie called Match, with Patrick Stewart, Matt Lillard, and Carla Gugino. It was at the Tribeca Film Festival, I think in 2014. And two of the people I met on that film, David Permut and Rick Rosenthal, I’ve gone on to produce subsequent films with. And Rick is a producer on this, and his son was my cinematographer. He’s become an incredibly dear friend and mentor. And David Permut, there’s a guy by the name of Chris Mangano, who worked for David, left, started his own company, and was the one who sent me this script. Everything in terms of my career came from that first film.

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It’s been really special. First, to premiere in New York, where we shot, where so much of the cast and crew was able to be there because of that… And you sort of think, maybe you know what you have, but you don’t really know. And ultimately, we don’t make films for people in small rough-cut screening rooms; we make films for people. For the last few months, to have been able to travel the country, doing various festivals, getting to see people, not only responding to the comedy in it, not only responding to how brilliant Billy and Ben are, but to really also… People come up to me afterwards and have been somewhat affected or moved by the things we’ve talked about today, like the nature of regret and the choices we make. And to see the film have an impact on people where they take something away from it that hopefully motivates them to live their lives a little differently, as an artist, you can’t ask for more than that.

Standing Up, Falling Down releases February 21 in theaters and VOD.