Photo by Alex Bailey.Director Mark Romanek, Andrew Garfield and Keira Knightley on the set of Never Let Me Go.

“There’s no honor in crying less,” director Mark Romanek reassures me as I admit to him that I’ve seen his haunting and beautiful new film, Never Let Me Go, twice, and that I was proud of myself for only crying toward the end the second time around – unlike the first time, when I sobbed through an embarrassingly good portion of the film. “Don’t hold back!” he laughs, and then admits in return that he had cried while reading the book as well as while watching early cuts of the film. Romanek, who is known for directing One Hour Photo along with countless commercials and influential music videos like Nine Inch Nails’ “Closer,” Fiona Apple’s “Criminal” and Johnny Cash’s cover of “Hurt,” clarifies, “I’m not crying at my own work. I made the film because I loved the story, and because I loved it, it affects me.”

Photo by Alex Bailey.L to R: Domhnall Gleeson, Carey Mulligan, Keira Knightley and Andrea Riseborough in Never Let Me Go.

Kazuo Ishiguro’s novel of the same name, on which the film is based, haunted Romanek so powerfully that he couldn’t shake it for weeks. Alex Garland (28 Days Later, Sunshine), who was a friend of Ishiguro, read the galley, and then quickly wrote the screenplay. The director muses, “When I had the same emotional reaction to the script as I had to the book, I knew that it was a very successful adaptation, and felt more confident that it was possible to make a film out of such an unusual and delicate novel.”

While Never Let Me Go is immersed in the lives of clones created for a very specific purpose, it feels nothing like a science fiction film. The underlying sci-fi themes are woven so delicately into the fabric of a world much like the one we know – a mostly rustic world at that – creating an easily accepted state of life for its inhabitants, and a work where there’s no disbelief for viewers to suspend.

Photo by Alex Bailey.Tommy (Garfield) and Kathy (Mulligan) wander through the woods.

“The science fiction context is just a delivery system for the larger ideas that the film is exploring,” Romanek explains. “It rapidly became apparent that any obvious or overt science fiction tropes felt wrong. One day, a light bulb went off over our heads, and we said, ‘I think this is a science fiction film that shouldn’t have any science fiction in it.’ And that felt exciting and, in a counterintuitive way, like the boldest way to approach it.” Empathy and existential contemplation become the most pronounced experiences of the film, as the characters deal with a disturbing subject that screenwriter Garland is so adept at handling: a larger-than-life situation that ties the characters closely to each other, for better or worse, as they maneuver through life and their emotions in the face of potentially impending mortality.

The film moves in three acts, which all have slightly different muted tones and set designs to inform understanding of what the characters are dealing with in each phase of their lives. The film begins as children undergo a proper British boarding school education, with the structure and crispness of youth. The tones begin to darken with a sense of nostalgia as they grow and eventually ease into life outside the school confines in an open, pastoral world where they learn to live as young adults with few cues to guide them. Later, the shift is most obvious, as the scenes highlight a minimal, efficient space where the characters can focus on a clear and directed purpose. Moments of hope literally brighten up the screen, and through it all, the actors – Carey Mulligan, Keira Knightley and Andrew Garfield – do a brilliant job of expressing these tones in everything they do, down to the labored breathing in moments of intense hope or heartbreak.

Photo by Alex BaileyL to R: Mulligan, Knightley and Garfield.The scene brightens as the characters go on an adventure.

“From a design point of view, it was all about very careful control of the palette of the film,” explains Romanek, who loved working with cinematographer Adam Kimmell and had an appreciation for his elegant approach in Capote. “I thought it was important that the colors be gentle colors because the subject matter is so disturbing. The film had to have beauty and gentleness, like Ishiguro’s sentences, which are deceptively simple, but very, very beautiful.” While the film takes place in England, there is a Japanese tenor to its simplicity and restraint. Romanek learned that Ishiguro’s influences lay more so in Japanese cinema of the ‘50s and ‘60s than in work by other writers, and so he studied Japanese cinema, art and aesthetics. “I met with a professor of Japanese poetry to give it a subtle patina of that Japanese sensibility,” Romanek recalls. “There is an essential Japanese quality to Ishiguro’s writing that hybridized with the British subject matter in this case, and that makes for an interesting tone. Because I knew everything I’d be pointing a camera at would be English, I thought maybe if I could frame the film in some sense that felt Japanese – even though I’m an American guy from the suburbs of Chicago – that it would approximate Ishiguro’s tone.”

One of Romanek’s favorite experiences in working on the film was shooting a scene in which the characters hike through the forest together and sit on the beach. It’s one of the most sincere and profound moments of the film, and according to Romanek, “It was the purest, most wonderful filmmaking.” The location, a nature preserve, prohibited the use of lights and vehicles, so the cast and crew actually had to hike through that forest for two-and-a-half miles, carrying what equipment they could bring. “When we were on the beach, it was just us and a camera and the actors in this natural setting,” Romanek reminisces. “The scenes we shot there were so well written, the actors were so good, the location was so beautiful, and there was no technology or equipment or process between the filmmaking and the performances. Those were incredibly joyful days. Even the physical hiking was beautiful. We slept so well the nights we were on that location.”

Photo by Alex BaileyL to R: Knightley, Mulligan and Garfield.On the beach, after hiking through the forest.

Prior to Never Let Me Go, Romanek had a difficult, unlucky string of projects. He extricated himself from The Wolfman due to differences in vision between himself and the producers, A Million Little Pieces fell apart when the book’s author, James Frey, was outed as a fraud, and an adaptation of Philip Gourevitch’s A Cold Case was suspended due to issues with life rights. But with Never Let Me Go, Romanek was thrilled to see it move forward with wind in its sails. “The schedule was so luxurious for a small film, and it only cost 10 or 11 million dollars to make. The producers managed to get me 50 days of shooting. It was extraordinary. I just hope I can recreate this experience on other films in the future because it was so terrific.”

And to hear the light in Romanek’s voice as he talks about the film, terrific sounds like an apt description of the experience. “It’s funny,” he says, “I saw a screening of Scott Pilgrim vs. The World and I thought the film was absolutely fantastic. Director Edgar Wright, who is a friend of mine, was sitting behind me and he was just laughing his ass off at his own movie, and I thought that was so charming! I thought it was wonderful that you could work for so long and that hard on something and it still brings you that kind of pleasure. I guess I had a similar reaction with Never Let Me Go. I would just tear up continually at different cuts of the film, and it was a nice feeling.”