It took years for Oscar-winning screenwriters Nat Faxon and Jim Rash to make their directorial debut about an awkward teen who comes out of his shell

By Anthony Breznican
Updated July 12, 2013 at 04:00 AM EDT

The Way, Way Back

  • Movie

The Way, Way Back takes its name from the rear-facing seat found in the tail end of most station wagons — a relic of a bygone age, but still a potent symbol of adolescent isolation. It’s hard enough to know where you’re going during your awkward teenage years, and it’s tougher still when the grown-ups in your life point you in the wrong direction.

The PG-13-rated coming-of-age comedy (now in limited release) follows a wallflower kid (The Killing‘s Liam James) who blossoms when he takes a job at an amusement park called Water Wizz during a summer vacation with his mom (Toni Collette) and her bully of a boyfriend (Steve Carell). Sam Rockwell plays the eccentric water-park manager who mentors the troubled teen.

Writers, directors, and costars Nat Faxon and Jim Rash (who appear in the film as oddball Water Wizz workers) sat down with EW to detail the sometimes treacherous trip to the big screen.

Starting Line
The roots of the movie can be traced back to when Rash (NBC’s Community) was just 14 years old, riding in the backseat of the family station wagon during a trip to Michigan while his stepfather gave him the world’s worst pep talk. ”He had this conversation with me where he asked me what I thought I was on a scale from one to 10,” Rash says. ”I said, you know, ‘Six?’ And he said, ‘Three.’ He thought he was going to wake me up: ‘Be confident. What’s your problem?’ He was asking an introverted kid to be extroverted.” It took nearly three decades, but now Rash can laugh about it. The hope is that other people will too: Carell’s character delivers the same devastating assessment in the movie’s opening scene.

Like Minds Cross Paths
Both Rash and Faxon moved to Los Angeles to find work as actors after college and became friends in 2000 while members of the Groundlings comedy troupe. That’s when Faxon (Fox’s short-lived Ben and Kate) first heard the ”Three” story. ”I remember being floored by it and gasping much the way people who see the movie do — not really knowing whether to laugh or to cry for this kid,” Faxon says. After a few years at the Groundlings, they wrote a sitcom pilot called Adopted, hoping they could play the leads themselves.

ABC shot a pilot for the TV comedy in 2005, but the duo got some blunt news during a casting meeting. ”Someone leaned forward and said, ‘Jim, you’re not playing this part. We’re not going that nebbishy,”’ Rash recalls. Once again, someone in charge was essentially telling him he was a three. ”It was a punch to the face, verbally,” Faxon says. (ABC did not commit to the series.)

Caution, Detours Ahead
The pair started writing the script for The Way, Way Back in 2005. It generated buzz around Hollywood and Fox Searchlight almost moved forward with it around 2007. But potential directors soon booked other projects and the film languished. ”It had sort of a roller-coaster ride of almost happening and not happening — a typical Hollywood story,” Faxon says. ”It did open a lot more doors, and one was sitting down with Alexander Payne.” The filmmaker (Election, Sideways) didn’t want to direct their water-park story. He just liked the way the duo blended comedy and drama, and he wanted them to bring that touch to adapting Kaui Hart Hemmings’ novel The Descendants, which he planned to make with George Clooney. Flash forward to 2012: Faxon and Rash are standing with Payne on stage at the Academy Awards, accepting Adapted-Screenplay Oscars from presenter Angelina Jolie — and, in Rash’s case, becoming an instant meme by spoofing her infamous sultry leg-pop.

Suddenly studios had renewed interest in The Way, Way Back.

Stars Hop On Board
Landing a strong cast was key to securing the indie film’s just-under $5 million budget. Now happy to cede the major roles to bigger-name actors, Rash and Faxon started with their friend Allison Janney, who came aboard as Carell’s motormouthed, oversharing sister. As first-time directors, they braced themselves for a hard sell with Rockwell, which proved unnecessary. ”He got on the phone like, ‘Hey, uh, so yeah — let’s do this, man. This sounds great,”’ Faxon says. ”And we were like, ‘Uhhhhh — okay! Really? Okay, bye!”’

When they met with Collette for the role of the needy single mom, it was a similar lovefest. ”It was like a date: Are we going to kiss?” Rash jokes. Carell was the last to sign on, for the critical role of Trent, the mother’s chip-on-his-shoulder boyfriend. ”We knew we wanted to go against type, and he came to mind because he had that innate likability that Trent needed. He can’t be a monster,” says Rash. ”After that, the financing became complete and we were off and running and shooting a month later [in Massachusetts].”

Final Destination
One of the last stops on the journey came when the film premiered at the Sundance Film Festival in January. As the end credits rolled, festival director John Cooper offered Faxon and Rash a shot of whiskey before they walked out for a Q&A with the audience. ”I think they saw how pale we were and how scared we were and thought, ‘Maybe this will bring a little color back into their faces,”’ Faxon says. ”Then I took the shot and he goes, ‘Oh, wait, that’s just your natural color,”’ Rash adds.

The crowd’s response was rapturous, and the screening ended with multiple studios making distribution offers, bidding until dawn. Fox Searchlight, the studio that once almost made The Way, Way Back way back when, won the rights with a $10 million offer — just shy of its Little Miss Sunshine purchase record, set in 2006.

After so many years of being a three, Rash and his partner Faxon had finally earned a 10 — and this one had six zeros after it.

The Way, Way Back

  • Movie
  • PG-13
  • 103 minutes
  • Nat Faxon
  • Jim Rash