David Canfield
December 04, 2017 AT 03:30 PM EST

Better Things had big shoes to fill in its second season: Its excellent first set of episodes was critically acclaimed, earning star and co-creator Pamela Adlon a best actress Emmy nomination and the series a spot on EW’s list of 2016’s best TV shows. The second season, which debuted on FX this past fall, has been similarly praised for its warm, poignant portrayal of single motherhood. In its most emotionally intense episode, “Eulogy,” Sam’s (Adlon) three young daughters throw their living mother a funeral. Here, EW talks to those three actresses about that challenging, rewarding experience.* 

Check back throughout December for more Best of 2017 (Behind the Scenes) stories.

The brilliant second season of Better Things reaches its peak in the episode “Eulogy,” when Sam Fox (Pamela Adlon) demands that her three daughters throw her a funeral and memorialize her.

It’s the culmination of Sam feeling unacknowledged by her family: The Fox girls take no interest in her life as an artist, a working actress who regularly appears in films and TV shows, and don’t respect her attempts to balance the grind of single parenthood with maintaining a successful career.

In the vein of other Better Things episodes, “Eulogy” initially plays like a series of vignettes, this time theming Sam’s relationship to work: teaching an acting class, reshooting a comically dull scene dozens of times over, asking her friends and family to watch her act for a few minutes on a TV rerun. Sam’s relatively lax L.A. lifestyle creates a specific family dynamic, and yet the harsh realism of the mother-daughter conflicts — the screaming matches, the tears, the off-the-cuff insults which sting long past each episode’s end credits — feels breathtakingly familiar.

It’s when the three girls insultingly dismiss the idea of ever engaging in her work that Sam asks the trio — elementary school-aged Duke (Olivia Edward), early-to-mid-teens Frankie (Hannah Alligood), and high school senior Max (Mikey Madison) — to imagine she’s dead and eulogize her. The reactions are at first hysterical: Frankie, typically the one who clashes most intensely with her mother, accuses Sam of “traumatizing” her and her siblings.

What follows is one of the year’s most stunning scenes, which you can see a clip from above. When Sam returns after leaving the house to cool off, she sees that her daughters and friends have done exactly as asked. The room feels somber and intimate, dark with candles lit; as Sam goes to lay in a “coffin,” her daughters prepare and deliver eulogies from a podium. Adlon, who directed the episode along with the entirety of season 2, stages the scene gorgeously: The mournful tone and funereal atmosphere feel plucked out of a ghost story, and Max and Frankie amplify it with hauntingly raw “remembrances” of their mother. (Duke, meanwhile, lies beside her mother, playing dead, oblivious to the emotional heaviness of the ritual — until after it ends, when it comes into agonizing focus for her.)

The young actresses give striking, series-best performances as you watch them struggle through unimaginably tragic thoughts. EW spoke with 10-year-old Edward, 14-year-old Alligood, and 18-year-old Madison about “Eulogy”: what they thought when they first read the episode’s script, how Adlon prepared and guided them through the scene, and how the material compelled them to think about their own lives and their relationships to their family. Read on below.

ENTERTAINMENT WEEKLY: What was your reaction when you first read the script?

HANNAH ALLIGOOD: Just reading that scene for the first time, the first thought that I had was, “Oh, that’s going to be rough.” And I was right! I called it.

OLIVIA EDWARD: I was actually really excited because reading this entire thing, I was like, “Oh my God, I’m going to get to do all this and it’s going to be really fun.” And the best part of it was, I got to lie down and listen, no stress — and then I started laughing as I read the last part. I was thinking to myself: “I get to lie here dead, and then I get to scream at everyone for not noticing that I’m lying here dead!” I thought it was really funny.

MIKEY MADISON: I was nervous going into it because I wasn’t sure how they were going to film it. Everyone has their own ideas of how the scene’s going to go, and then you get on set and it could be different. It was interesting because Pamela [Adlon] wanted us to have a really nice connection to the scene, so she had each of us write our own eulogy for Pamela as ourselves. So it was like, me as Mikey writing Pamela a eulogy, and we eulogized her. We just did it among ourselves, and Pamela didn’t hear, but that was really powerful for us because we got to experience the emotion of what was going to be happening in the scene.

Wow. What did you write in the eulogy?

MIKEY: I’d talked about how I admire Pamela. It’s a hard thing to write about because we’re basically talking about her as if she’d passed away. I said something like, “I wish I’d gotten to know you better.” She tells me really great stories, so, “I wished you’d been able to tell me more stories” — something along those lines.

HANNAH: The way that [the Fox] family works — and most families, I’d say — is it’s like a mutual agreement: You do love each other — you won’t necessarily say it, but you do — and sometimes you cross the line of teasing, or just going a little bit too far. You can see that Frankie knows she’s taken it far with what she says to Sam. You can see that come through in her eulogy, that it’s just torn her apart.

Right — Frankie accuses Sam of “traumatizing” you three by forcing you to stage her funeral. Does Frankie have a point?

HANNAH: Kind of! I think so, to literally put that scenario in your child’s head — “All right, this is how I died, and it’s your fault, congratulations.”

MIKEY: I think she does [too]. Frankie’s an old soul — she feels old but she’s not very wise in some of the things that she says. I do think it has some truth to it, but in that moment, it needed to be said because it’s hard for these girls to show the emotions that they need to, to Sam. At the same time, Max wants to be an adult and she wants to be grown up, but she really does need her mom. So that was very powerful for her.

OLIVIA: I think it was kind of a mixture. Yeah, it’s really beautiful the way they’re telling her what they’re going to say when she dies, but then, they’re telling her what they’re going to say when she dies! We’re thinking about her being dead, and it’s really sad, because one day, I’m not going to be able to tell her anything. She’s going to be gone. I just have to say one last thing to her. So yes — [Frankie] kind of does have a point.

FX

Talk a little bit more about how Pamela worked on the scene with you three as a director.

MIKEY: We all came in, and I asked Pamela kind of jokingly, “Tell me something sad so I’ll be ready for the scene.” She goes, “Okay!” and she was serious. She pulled me and Hannah aside, and told us something… very personal to her. I was completely inconsolable the entire time. I was sobbing. I’m just a very emotional person in general, but then also hearing Hannah deliver her performance first — I mean, the love I have for these girls in real life is the love I’d have for actual sisters. So hearing her performance really brought me to the place that I needed to be. I’m very thankful for that.

OLIVIA: Pamela would go over to us and she’d hug us and say, “I love you guys,” because we were all really emotional.

HANNAH: The way the whole show is, is that it’s just extremely real. That’s the way she directed it: She wants things to be real. So she won’t try to direct it too much, for fear it would come across as synthetic or made-up or melodramatic. She never really says a whole lot. Yes, she’ll give you tips and pointers, but she didn’t really lay out the whole thing. I’ll be honest: She cried. We all cried. It was very intense.

So there were real tears?

HANNAH: Oh yeah, absolutely. Partly because we were exhausted but also it was really emotional.

OLIVIA: Yes, the tears were real. [For me] it was because [Pamela] told me to listen to what was happening. So it’s not just, “Okay, I have to cry, now cry.” It was, “Oh my God, I’m listening to this, this is making me emotional.” And then I just let it out in the end. Even after the camera was off, we were all still bawling.

Hannah mentioned being “right” about thinking it was going to be a rough filming experience. What was the atmosphere on set?

HANNAH: It wasn’t quite tense or anything. The crew and everybody was telling us how it was going to be a really emotional day, so they gave us all space. It was good — it was a really good environment to work in that day.

MIKEY: The great thing about working on this set is that each take that you’re going to do is going to be totally different than the next, because Pamela’s like, “Okay, well, we’ve got this take, so now let’s do something a little different.” I really liked how it was like, you trying not to cry or a gradual turn into tears, but [then] there would be takes where I was already crying by the time I got up to the little podium. We have really amazing crew members and everyone was very lovely. The energy was great. The room was dimmed and there were candles, and I think that brought a different energy to the scene. It was one of my favorite days on set; I felt really close to everyone.

OLIVIA: We were all excited to do the scene. The scene was really nice and it was a really cool thing to look at it, and then it started getting really emotional. Everyone felt something.

HANNAH: Together, us three had this mindset like, “Today’s going to be rough and we’re going to get through it. The emotions we’re going to feel today are going to suck, but we got this.” So we just kind of helped each other out throughout the day. We were dehydrated from all the tears. It was emotionally exhausting.

Liane Hentscher/FX

Did preparing and filming the scene make you think at all about your own mom or your personal life?

OLIVIA: Yeah. It made me think, “I hope I don’t do these things to my mom.” The way they treat their mom is not very nice! After the episode, I was giving my mom a hug and being like, “I really hope I don’t do this stuff to you.”

HANNAH: Yeah, you kind of need to take a step back and go, “Whoa, I need to change some things.” Like, “Hey, I need to go tell my mom that I love her real quick.”

MIKEY: I think an actor can either draw on personal things that have happened or just sort of make it up. What I tend to do is just make up a story in my head; Pamela had mentioned something personal and I kind of put that in the context of: What if it happened to my brothers? Just thinking about my brothers who are 17, 18, and if they had passed away, how I wished that I would have been able to get to know them more and then talk to them, and spent that time when we were 11 and 12, when we were just fighting. It even gets me emotional now. Pamela knew exactly what she was doing and she leveled us and brought us right to the place that we needed to be for the scene.

What do you think your characters took away from “Eulogy”?

OLIVIA: I think Duke was really excited because she got to play dead, and she was with her mom. So it’s like, “I’m not just dead — my mom’s dead! We’re both dead and we’re the only ones that are dead, so it’s special.” I think that she was starting to feel unspecial as they were going on in the scene, because she’s like, “They’re not saying anything about me” — like, what’s going to happen if this actually happens? And when they’re all hugging, she realizes that they’ve stopped [pretending], it’s over, and she starts bawling out because she’s really sad that they didn’t even acknowledge that she was right there in front of them dead.

MIKEY: Max is like a goldfish in her emotions. Like a goldfish swimming in a bowl — how every time they swim around, it’s like a new day for them. Each day is fresh with her and her mom, and I think for the rest of that day, she felt a certain closeness to her mom that she hadn’t felt, and maybe an understanding between the two of them. But then, of course, the next day she’s going to be going through something completely different than she was the day before.

*Ed. note: Louis C.K. wrote “Eulogy,” which premiered the month before five women accused the comedian of sexual misconduct in a New York Times story. FX responded to these allegations by cutting ties with Louis C.K., and Adlon released a statement that read: “Hi. I’m here. I have to say something. It’s so important. My family and I are devastated and in shock after the admission of abhorrent behavior by my friend and partner, Louis C.K. I feel deep sorrow and empathy for the women who have come forward. I am asking for privacy at this time for myself and my family. I am processing and grieving and hope to say more as soon as I am able.”

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