For 25 years now, Viggo Mortensen (The Lord of the Rings, Captain Fantastic) has been determined to direct. Over the years, the three-time Oscar-nominated actor has written a number of scripts, from a 19th-century adaptation to a silent film that he would still love to make. But with Falling, his directorial debut out this month, all the pieces finally came together.

For Viggo, this story first took shape in the form of a novella he began back in 2015. His mother, who had suffered from dementia, had died and his father was beginning to show signs of the same illness. At her funeral, he was struck by the fact that “the same stories I knew were so different from other people’s points of view.”

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“I kept thinking how memory is really a collection of feelings rather than facts. We edit them all the time, mostly unconsciously, so that we can feel comfortable in the present.”

While writing, Viggo could picture certain moments and characters vividly, so he decided to turn the novella into a screenplay. Falling became a story about the subjectivity of memory, and the complexity of communicating with someone going through dementia. “Sometimes, you can rebuild a relationship where the bonds of affection are broken—you can remember a time when they weren’t broken and rebuild based on that,” Viggo says.

In the film, John (played by Viggo) is charged with caring for his homophobic and antagonistic father, Willis (Lance Henriksen), as his health begins to decline. Willis, though not squarely based on Viggo’s father, is typical of “that generation of men who were more, by and large, inflexible,” the director says. “I’m talking about your average heterosexual male head of a nuclear family. Those men were raised to feel that boys, and then men, shouldn’t show emotions, that that was a sign of weakness. Willis was an extreme example of that, someone who, over time, became more and more bitter because of things that probably happened in his own childhood.”

It’s not acting—it’s living

In Lance Henriksen, Viggo found the perfect Willis. “We were both relentless in what we had to accomplish,” Lance recalls. “To do a scene with [Viggo], it had to be real. There was no acting going on. This was our lives.”

Lance and Viggo first met on the set of Ed Harris’ film Appaloosa 13 years ago. “I notice everything on a set,” Lance says. “And I noticed that, in the mornings, Viggo would get up at 4:00—I’d see his old, crappy pickup truck—and he would drive up to a mesa and watch the sun come up. And I thought, ‘That’s a pretty cool guy.’”

Viggo’s birthday took place during the Appaloosa shoot and Lance remembers how he invited everyone, even the wranglers, to dinner—and proceeded to give each of them a little bear carved out of rock. Lance keeps his on his desk. “In Argentina, when he lived there, he learned that when you have a birthday, you give presents.” In other words, Viggo was a “spectacularly grounded guy”—and the perfect partner for this new journey.

Viggo sent Lance the script for Falling over a decade after their first collaboration, and asked if he would consider playing the lead role. “I was terrified,” Lance says. “I went, ‘I don’t know if I can pull this guy off.’”

“This one would demand that I go into my childhood, which was utter chaos for a lot of reasons,” he says. Lance recounts a time when his alcoholic mother took his birth certificate, placed it in his hand, and shoved him out the door, into the night. “She said, ‘Now you’ll always know who you are.’ I have no idea what that meant, but behind that was, ‘Get lost, kid.’” Lance was 5 years old.

His mother remarried five times, and each time, Lance was put in a new boarding school. Growing up in Manhattan, he would shine shoes. He gave his mother half his paycheck, and spent the rest going to the movies.

“I saw The Great Caruso, where Mario Lanza plays a young guy in this Italian town. He sings, and everybody loves him, and he meets a girl. … A little while into the movie, his neck explodes. A vein breaks, and he dies. I left that theater, thinking, ‘Wait a minute. Are you telling me that your whole life could be told in an hour and a half?’” Lance recalls. “That was terrifying. So in other words, I’ll just come on to this earth, and then I’ll just disappear. I’ll leave no quivering prints in the snow. I thought, ‘I want to live 1,000 lifetimes.’ And how could you do that? Make movies, be an actor. Live lots of lifetimes.”

Lance couldn’t shake the role’s baggage for months after shooting wrapped—but he has no regrets. This film, he says, “changed my life. I’m certain about acting now. I know what you can do. I never got a movie like that. I’ve played a lot of different characters, but not like that.”

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Lance Henriksen as Willis Peterson in “Falling”

“Watching him act, it was a pleasure just to see what he was building,” Viggo says. “I’d be in the middle of a scene and I’d think, ‘Oh man, that's great. Can’t wait to get in the editing room with that—whoops, it’s my turn to speak.’”

A director’s path 25 years in the making

Viggo had been taken in by the movies—and the questions they provoked—from a young age, thanks to his mom.

“She would always talk about story, even in the simplest initial conversations,” he says. “I mean, I was 3 when she first took me to the movie theater.”

He remembers seeing Lawrence of Arabia at 4 and, during the intermission, talking to his mother about things that weren’t shown onscreen or what would happen next. “When I got to be an adult, I would often say to her, ‘Well, let’s go to the movies,’ like she used to say to me.“

See also: Viggo Mortensen shares the five movies that have had a profound impact on him

His curiosity didn’t diminish as he got older. On set, “I have never been one to stay in my trailer or dressing room. I’ll go in on days off. I just want to see what they’re doing and how they solve this problem or that problem storytelling-wise, or with the camera or through direction. How does a director communicate with his crew and his actors? How do you get out of trouble when things aren’t working?”

These experiences were Viggo’s film school. Over the years, he’s learned from directors, cinematographers, writers, editors and crews, especially on the set of The Lord of the Rings series, in which he played Aragorn. “When I see that movie, I think of the thousands of problems that Peter Jackson and his team solved on a daily basis, like inventing new ways to do things because they needed to solve the day’s work.”

But he also credits his life experiences for giving him the tools needed to direct. If he had raised the funding to direct a movie 25 or even 15 years ago, he admits, “I might not have avoided as many rookie mistakes the first time out.”

Wearing many hats

As writer, director, actor, producer and composer on Falling, Viggo wore virtually all the hats. And he didn’t miss a single second in the editing booth either.

“That’s the only way you can really understand your movie, seeing it over and over as many times as you possibly can, so that you can understand the language of the story you’re trying to tell. What do those images ask for? What’s the order of those images? How long does that shot really need to last? And how does it go into the next shot, and the next shot?”

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As an actor—and painter and poet and musician and now director—Viggo is constantly searching for the best way to tell a story, express a feeling, or preserve a memory. And on this film, the cast and crew were equally personally and emotionally invested. “It was more rewarding, from that collective storytelling standpoint, than I dreamt it would be,” he says. It helped that, as a rule, phones weren’t allowed on the set. “You’re either with us or you’re not” is his sentiment.

“The best thing a director can do is help create an atmosphere that’s relaxed on a set and kind of create the illusion that you have all the time in the world, when you obviously don’t,” Viggo says, “and make people feel like they’re involved, like what they think about the scene being shot really matters.”

Falling is available on VOD starting Feb. 5th.