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In March 2020, in the early days of the COVID-19 pandemic, Steven Spielberg was watching his 103-year-old father, Arnold, deteriorate. After growing distant when the filmmaker, now 75, was in his 20s and early 30s, father and son had reconnected and become close. They lived near each other in Pacific Palisades, and Steven would go to Arnold’s house to watch movies, listen to music and hang out on the patio. Steven’s mother, Leah, had died in 2017 at 97, and by August 2020, Arnold would be gone, too. That spring, as Arnold’s condition worsened, Steven began to grieve.

“Even before my dad left, I was missing the thought that I wouldn’t just be able to drive up to his house, as I did all the time,” Spielberg says. “For all of us under the yoke of COVID, not really knowing how bad it was going to get, all of us were very reflective about the safety of our families, but also about where we’ve been and where we want to go, how we want to continue surviving.”

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PHOTOGRAPHED BY AUSTIN HARGRAVE

Spielberg has spent much of his more than 50-year directing career mining the fable of his own family, but it had been typically delivered in crowd-pleasing genre films like Close Encounters of the Third Kind, E.T. and Indiana Jones and the Last Crusade. In 2020, he realized he was ready to tell the version of that story without the alien spaceships and 700-year-old knights. “I started seriously thinking, if I had to make one movie I haven’t made yet, something that I really want to do on a very personally atomic level, what would that be?” Spielberg says. “And there was only one story I really wanted to tell.”

That movie, The Fabelmans, is the story of Spielberg’s childhood and the dissolution of his parents’ marriage, with Michelle Williams playing a version of his mother named Mitzi, Paul Dano as a character named Burt based on his father and Gabriel LaBelle as the family’s son, Sammy. When Burt and Mitzi take Sammy to the movies for the first time at age 5, to see the slightly too-scary-for-him Greatest Show on Earth, they ignite in the boy a fascination with film and cameras, toys and tools that Sammy will train on his own family.

The Fabelmans is Spielberg’s most vulnerable movie, and at 75, he considers it “the first coming-of-age story I’ve ever told.”

“My life with my mom and dad taught me a lesson, which I hope this film in a small way imparts,” he says. “Which is, when does a young person in a family start to see his parents as human beings? In my case, because of what happened between the ages of 7 and 18, I started to appreciate my mom and dad not as parents but as real people.”

Shot in faithfully reconstructed versions of Spielberg’s childhood homes in New Jersey, Arizona and California and with re-creations of scenes from 8mm and 16mm movies he had made as a kid, The Fabelmans, which Universal Pictures will release in theaters Nov. 11, is itself a kind of home movie, albeit a more than $40 million one from America’s most famous filmmaker and starring award-winning actors. “It’s a very unzipped thing to do,” Williams says of Spielberg laying his family history bare. “To let everybody in like this? That would scare me.”

STEVEN SPIELBERG

Steven Spielberg

PHOTOGRAPHED BY AUSTIN HARGRAVE

A couple of people who weren’t scared of The Fabelmans were Arnold and Leah. Before Spielberg’s parents died, he says, “They were actually nagging me, ‘When are you going to tell that story about our family, Steve?’ ” (Anybody he met before 1976 calls Spielberg “Steve.”) “And so this was something they were very enthusiastic about.”

Spielberg’s father was an accomplished engineer who worked long hours for GE and RCA. His mother was a gregarious concert pianist and painter who later owned a kosher restaurant on Pico Boulevard in West L.A. called The Milky Way. Some of the moments in The Fabelmans that seem like they might be creative flourishes — like when Mitzi climbs a tree on a camping trip or buys a monkey as a pet — are things Leah really did. She wasn’t just the matriarch of Steven and his younger sisters, Anne, Nancy and Sue, she was also their household’s Peter Pan. “Arnold was methodical, very sweet, very quiet,” says Kristie Macosko Krieger, Spielberg’s longtime producer. “Leah was fun and really gushy with her kids. Not a typical parent. She was just her own independently fierce spirit.” Spielberg’s parents, Macosko Krieger says, are “the brain and the heart, married inside of Steven.”

Spielberg with his parents, Arnold and Leah, in 1989.

Ron Galella Collection via Getty Images

***

Spielberg almost never writes his own movies, with the rare exceptions of the screenplays for Close Encounters of the Third Kind (1977) and A.I.: Artificial Intelligence (2001). In Tony Kushner, who has written four of Spielberg’s films over the past 17 years — The Fabelmans, West Side Story, Lincoln and Munich — the director has found one of the most important collaborators of his career. It was in 2004 in Malta, on the set of Munich, that Spielberg first shared with Kushner a defining moment in his childhood. The director described how as a teenager, he had discovered something shocking about his family while editing home movies he had shot of them. “The camera saw something that was sitting in plain sight,” Kushner says. “Something that no one in the family saw because they weren’t looking for it, or because they had a stake in not seeing it. I was so moved by that story. Immediately I said, ‘Someday you’re going to have to make a film about this.’ ” What teenage Steven saw, and how he made sense of it, is the crux of The Fabelmans and better left unspoiled until 75-year-old Steven’s camera reveals it. Over the years, as Kushner and Spielberg would talk about Spielberg’s childhood, Kushner would take notes with the idea that, eventually, they would organize them into a movie.

In 2019, Spielberg and Kushner were in Brooklyn in rehearsals for West Side Story when they had an argument over a creative decision on the musical — a not uncommon part of their collaboration, Kushner says. “I might as well call it a fight,” the screenwriter says. “It was a fight. And he knew I was really upset, and afterward he called me and said, ‘Why don’t we get together and start looking at our notes for The Fabelmans and talking through some more memories?’ I thought, ‘That’s sweet. He’s letting me know that we’re still friends.’ ”

During lockdown, Spielberg and Kushner began spending three to four hours a day together on Zoom three days a week. After Arnold died in August, they progressed to an outline and began writing scenes. Kushner, who had never worked with a co-writer before, was skeptical. “I wasn’t at all sure that this was going to happen or that it was a good idea even,” the screenwriter says. “Steven, who unlike me is really most happy when he’s working, said, ‘Let’s just go on Zoom and try to write it and see what happens.’ And I couldn’t think of any way out of it. So I said, ‘Sure.’ ” Kushner would try to cancel meetings, and Spielberg would keep him on task, Macosko Krieger says, partly for his own emotional reasons. “Steve needed to work through all of his grief, his father dying, and how he was now contemplating life without either of his parents,” she says.

The Fabelmans has lots of Easter eggs in it for Spielberg fans — in scenes shot by cinematographer Janusz Kaminski, there are images of boys racing along suburban streets on their bikes and siblings huddled in a closet that are reminiscent of 1982’s E.T. But Spielberg wanted the movie to work for a viewer who has no idea who he is, and he and Kushner approached the script as an epic about a family. “It’s not a farewell and it’s not a victory lap,” Kushner says. “We said at the beginning, this is only worth making if somebody who didn’t know that Steven had made it could enjoy this just as a movie.” In December 2020, they turned in their first draft to Macosko Krieger, lightning speed by Kushner’s usual timeline. By July, Spielberg would be standing in a kitchen identical to the one he grew up in Arizona, trying not to fall apart in front of his cast and crew.

***

“Hey, Doodle,” says Dano. “Go to bed.” The actor, 38, is on Zoom from home in Brooklyn, trying to describe what it was like playing Spielberg’s dad, but real-life fatherhood is getting in the way. His 4-year-old daughter with partner Zoe Kazan has plopped into his lap. “You can say hi, then it’s bedtime. That’s my friend, Steven,” Dano says. Spielberg, on Zoom from his home in the Palisades, sets down the unlit cigar in his hand and waves. “You can call me Steve … or Stevie,” Spielberg says. Dano’s daughter looks intently into the screen at the bearded man wearing a plaid newsboy cap and horn-rimmed glasses. “I may call you Steve,” she says. “Great choice!” Spielberg replies.

PAUL DANO

Paul Dano

PHOTOGRAPHED BY AUSTIN HARGRAVE

In casting the actors who play his parents, Spielberg relied on instinct and on the surprising intimacy of Zoom, in conversations not unlike this one, which happened in early October. “Beyond their bodies of work, I just had a kind of familiarity with Paul and with Michelle,” Spielberg says. Dano is best known for playing misanthropes and weirdos, like the antagonist in 2007’s There Will Be Blood and the Riddler in this year’s The Batman. But based on what industry friends had told Spielberg about Dano’s offscreen temperament, the director thought the actor might be perfect to capture the quiet decency of his dad. In early 2021, Dano, who was visiting family in California, got a text from his agent that Spielberg wanted a Zoom meeting with him. Unusually nervous, he shaved and put in contact lenses, which he almost never wears. “I was like, ‘I’ve got to look good,’ ” Dano says. “And I remember sitting down at the computer, and suddenly just everything went calm.” When Spielberg explained what The Fabelmans was about, Dano says, “My heart did leap. I just could see it.” Spielberg could see it, too. “I certainly didn’t want to come on my first meeting with Paul and be a little too familiar,” Spielberg says. “But there was something so evocative of my dad. Ten minutes after the Zoom, I was choking. I was holding back my emotion.”

In casting an actress to play his mother, Spielberg was thinking of Williams’ Oscar-nominated performance as an intelligent, discontented young wife in the 2011 romantic drama Blue Valentine. For Williams, 42, a four-time Oscar nominee, a role in a Spielberg film represented the height of her profession (as for so many actors across generations). When she was starting out as an actress on The WB teen drama Dawson’s Creek, “his name was a refrain that I would use, and I would say to my best friend, Busy [Philipps], ‘Oh, when is Steven Spielberg going to call me?’ ” Twenty years later, he finally did, by Zoom, and she dressed up for it, wearing a dress with a round collar. Spielberg noted that his mother would have worn something similar and began explaining The Fabelmans and the role of Mitzi. “As it was dawning on me what was happening, I had to stop and ask him, ‘Wait, are you asking me to play your mother?’ ” Williams says. “And he said, ‘Yes, that is what I’m asking.’ To not only be asked to play a part in one of his movies, but to be asked to play his beloved mother … it’s like being taken inside somebody’s heart, to be trusted with this most personal material.”

MICHELLE WILLIAMS

Michelle Williams

PHOTOGRAPHED BY AUSTIN HARGRAVE

In March 2021, LaBelle, now 19, then a little-known Vancouver actor, had just shot a pilot in L.A. when his manager asked him to put himself on tape for a movie with little available information. “I knew that it took place in the ’60s, and I knew that my character’s name was ‘Teenage Sammy,’ ” LaBelle says. “I taped it with my dad, just like any other thing, and I throw it out there. And then my manager tells me, ‘Yeah, I think it’s a Spielberg movie. And Teenage Sammy actually means teenage Steven.’ At first I felt like, ‘Oh, well, why wouldn’t you tell me that?!’ But obviously it was better I didn’t know.” It would be a few more months before LaBelle ended up on his Zoom with Spielberg, to audition with an emotional scene between father and son. His was a slightly less intimate call than Dano’s and Williams’ initial conversations. “I see at the bottom of the Zoom thing, participants, like 40 people,” LaBelle says, including casting director Cindy Tolan, who had also cast West Side Story for Spielberg. Thanks to the enthusiasm and vulnerability he showed, LaBelle got the role and quickly turned the tables on Spielberg, asking to Zoom with him again. “It was no longer me interviewing you, you were interviewing me,” Spielberg says to LaBelle. “I was your subject, and I was going to answer anything you asked me because this was your research.”

Spielberg rounded out his cast with Seth Rogen as a close family friend, Judd Hirsch as an eccentric uncle, Jeannie Berlin as his paternal grandmother and Julia Butters, Keeley Karsten and Sophia Kopera as his three sisters. All of the actors had access to Spielberg and his sisters for their questions as well as home movies to view. Dano ordered and built a crystal radio set to feel something of the magic Arnold had felt around electronics. Spielberg taught LaBelle how to use the 1950s- and ’60s-era 8mm and 16mm cameras the props department secured, making sure that they were loaded with real film and that what LaBelle shot was developed. Williams wore some of Leah’s jewelry, including a charm bracelet that had pictures of each of her four children. “My mom loved bling,” Spielberg says.

The Fabelmans is Spielberg’s portrait of himself as a budding young artist, but it’s also a look at what it was to be a woman in America in the ’60s, as some were beginning to question whether there was another role for them in the world other than housewife and mother. “After I finished the script, I said to my husband, ‘They let her live as a woman, not just as a mother,’ ” says Williams, who has just given birth to her third child. “Everything that she did, she did completely.” While writing, Spielberg and Kushner, whose mother was also a musician who put her career on hold to raise children, talked about the sacrifices their moms made as artists. “It’s that question of a woman’s sense of self-ownership, self-possession,” Kushner says. The monkey Leah brought home, Spielberg says, “was a grand distraction, but it was also a therapeutic companion for my mom, who was really at that time in our lives going through a major depression.” There’s one line in the film, borrowed from real life, in which one of Spielberg’s sisters asks the teenage filmmaker to make more movies with roles for girls, instead of just the Westerns and war stories he’s been filming with his friends. With the role of Mitzi Fabelman, “he sure did,” says Williams. “I mean, I’ve never come across a part like this.”

Spielberg also includes scenes of antisemitic bullies targeting Sammy when the family moves to a WASPy California community. “Whether you’re Jewish or not, many kids know what it’s like to be bullied,” Spielberg says. “Because I wasn’t good at sports and was a little bit of an outsider — or maybe a lot of an outsider — I had a lot of experiences being bullied.” The specifically antisemitic bullying that emerged in California served as an awakening for Spielberg. “My parents always talked about the Holocaust, and I’m not comparing the Holocaust to antisemitic bullying, but [the Holocaust] was an abstraction to me,” Spielberg says. “When I went through that semester of antisemitic bullying, suddenly those stories found a personal meaning for me. And that did shape a lot of the stories I would tell in the future.” Sixty years later, Spielberg still considers himself an outsider. “Whether you’re outside or inside of Hollywood, how a person feels about him or herself is a very personal thing, and it can’t be camouflaged based on acceptance in a group,” he says. “It’s a lifelong struggle.”

Gabriel LeBelle

PHOTOGRAPHED BY AUSTIN HARGRAVE

Production on The Fabelmans took 59 days beginning in summer 2021, primarily in California. Spielberg’s longtime collaborators came aboard, including Kaminski, who has worked with him since 1993’s Schindler’s List; production designer Rick Carter, with him since the 1980s NBC series Amazing Stories; film editor Michael Kahn, who first joined him to make Close Encounters; and composer John Williams, who has been with Spielberg since his 1974 feature debut, The Sugarland Express. “We all felt protective of him,” says Macosko Krieger, who started as Spielberg’s assistant in the ’90s. “We knew that he was putting his heart out there for people to see for the first time.”

Carter’s department found toy soldiers just like the ones Spielberg had played with as a child, and the precise kitchenette, with a round table, that the Spielberg family had in Arizona. “To come to work every morning and walk on a set that is an exact replica of the house I grew up in created a level of nostalgia verging on grief,” Spielberg says. “It was a healthy kind of grieving.” There were points in the production, however, where he slipped back into his childhood self and was overcome. “Those were the hard moments,” he says. “Those were the moments where after I said ‘Cut,’ I’d have to leave the set. And inevitably, I’d suddenly see Paul coming around the corner, and he would just grab me and hang onto me. And the same thing with Michelle. She’d see me putting my hands up and say, ‘I need a break.’ And I’d go off, and she’d find me.” While he was happy to accept comfort from Dano and Williams, Spielberg wanted to shield LaBelle from some of his emotion. “I didn’t want to put too much burden on Gabe because he’s new to making movies,” Spielberg says. “Suddenly, he’s got a director that he can look over to, hoping for some kind of confidence and experience. And the director’s eyes are filled with tears and he’s just trying to keep his lower lip from bobbing up and down too much. And I felt bad for Gabe to have to throw him into that little bit of self-indulgence.” It was often the scenes of familial happiness that stopped Spielberg, like one in which the Fabelmans are singing the Russian folk song “Kalinka” around a campfire.

A trip to the movies to see The Greatest Show on Earth fueled Spielberg’s lifelong passion for cinema as portrayed in The Fabelmans.

A trip to the movies to see The Greatest Show on Earth fueled Spielberg’s lifelong passion for cinema as portrayed in The Fabelmans.

Courtesy of Merie Weismiller Wallace/Universal Pictures and Amblin Entertainment

On set, the storyteller was very much in charge. When shooting, Kushner says, Spielberg likes to show up early, before everybody else starts, when it’s quiet. “He walks around with a notebook and points at things with his fingers and doesn’t talk to anybody,” Kushner says. “He’s working it out. I used to think, why doesn’t he do that the night before? I think it’s a way of keeping it exciting for himself. The unexpected gives him challenges that otherwise, maybe it would all get a little too easy for him. He’s made a lot of movies.”

Much of this film shows Sammy developing as a filmmaker, shooting his own 8mm opuses, and Spielberg re-created some of his old films shot for shot, though he eventually trimmed some of those sequences. “I was already improving on my work as a 12-year-old and 16-year-old, and I realized that if I re-created any more of my home movies, they wouldn’t look like some kid who was just learning the ropes,” Spielberg says. “They would look like somebody who has ridden the ropes.”

After shooting one key scene of the family on a camping trip in which Sammy is filming his mother dancing in the headlights of a car, the crew was about to wrap when Spielberg asked them to turn the shot around. He wanted to show the shadows Williams was casting on the faces of the actors who were watching her, mute. “We were out in a forest and everybody got completely quiet,” Kushner says. “His sister Anne was sitting next to me, and we watched the shadow moving across these three guys. When Steven said, ‘Cut!,’ Anne turned to me and said, ‘My brother is very talented.’ ”

Spielberg was constantly checking in with his sisters, giving them every draft of the script and including their memories. “He was nervous about what his sisters would think. He was nervous about what the world would think,” says Macosko Krieger. His sisters Sue and Nancy watched The Fabelmans in a screening room in New York over the summer. When Spielberg walked in as the credits were rolling, “It was like somebody had run over their dog,” Spielberg says. “We just turned around and walked out. They needed a lot of time to process this. This was a deeply cathartic — not traumatizing — but cathartic moment for them.”

Spielberg’s movies and his personal life have always been intertwined. It was after making E.T., and working with the child actors on that film, that he decided he wanted to become a father. “I couldn’t imagine going another three or four years without having kids,” Spielberg says. Today, he has seven children and six grandchildren.

The Fabelmans debuted in September at the Toronto Film Festival, where it won the audience award, traditionally an Oscar bellwether. Though he has had films premiere out of competition at festivals, this was Spielberg’s first time formally entering one. As the filmmaker whose 1975 movie, Jaws, spawned the era of the wide-release blockbuster, Spielberg has not historically relied on the slow-build marketing strategy of the festival circuit. The Fabelmans, however, is different. “It needed a little more care than just releasing it wide in 4,000 theaters,” Macosko Krieger says.

Though Spielberg recently handed off Indiana Jones to director James Mangold, he in no way considers The Fabelmans valedictory. One thing he’d still like to make, for instance, is a Western. “He’s not done,” says Macosko Krieger. “Oh, no, no, no. They’re going to pry a movie camera out of his hands. He was put on earth to make films. He’ll continue to tell great stories for the rest of his life.”

By the time The Fabelmans ends, Spielberg’s parents are divorced, and they would both remarry. But they both lived long lives, and eventually outlived their second partners. In their later years, Leah and Arnold became close friends. “My sisters and I constantly marvel at the fact that very few kids get their parents back after a divorce,” Spielberg says. “And yet, we were able to get ours back.”

***

Autobiography Disguised in Genre

Spielberg has long mined his family for blockbuster inspiration

Close Encounters of the Third Kind (1977)

A father (Richard Dreyfuss) is so obsessed with an extraterrestrial encounter, he grows distant from his family.

ET 1982 Scrappy kids in a newly divorced household find comfort with their single mother (Dee Wallace) and an alien.

E.T.

Universal/Courtesy Everett / Everett Collection

E.T. (1982) 

Scrappy kids in a newly divorced household find comfort with their single mother (Dee Wallace) and an alien.

Indiana Jones and the Last Crusade (1988)

Indy (Harrison Ford) rescues his dad (Sean Connery), who had always been more interested in the Holy Grail than fatherhood.

Hook (1991)

Peter Pan (Robin Williams), now a workaholic lawyer and absentee dad, rediscovers the importance of relationships after a trip to Neverland.

Saving Private Ryan (1998) 

Capt. John Miller (Tom Hanks) is a surrogate father to his men in this World War II epic, which Spielberg dedicated to his dad.

This story first appeared in the Nov. 2 issue of The Hollywood Reporter magazine. Click here to subscribe.

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