If you’ve watched the entire second season of HBO’s “Succession” it’s hard to get that look on Brian Cox’s face out of your brain. His character, Logan Roy, has just been betrayed (once again) by his eldest son, Kendall Roy, played by Jeremy Strong, in the last few minutes of the season finale. It’s an end-of-season twist from series creator Jesse Armstrong that no one saw coming. But that shot wouldn’t have the impact it has without Cox’s impressive performance and executive producer Mark Mylod’s inspired direction.

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A veteran of series such as “Game of Thrones,” “The Affair” (where he directed the pilot) and “Shameless” (where he also helmed the pilot) Mylod’s filmmaking has taken a creative jump on “Succession.” Mylod, who directed four episodes on season two, jumped on the phone last month to revisit the season and discuss the finale, “This Is Not For Tears.”

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The Playlist: Before we revisit “Succession” season two, had the third season begun shooting yet?

Mark Mylod: We had not started. Our original calendar was to start shooting towards the end of April, which of course along with the rest of the city, the rest of the country, we basically shut down in the middle of March. We were obviously able to continue working on the scripts, which Jesse and the team are doing, so we’re continuing with that, but we won’t go back into production until we know that it’s safe to do so.

Let’s talk about the episode you directed that’s been submitted for Emmy consideration, “This Is Not For Tears,” and earned your first DGA nomination for, which I’m guessing was a thrill?

It was. I tried to be all kind of Rudyard Kipling about it, and meet with triumph and disaster and all that, the baubles and all that kind of stuff, but I was delighted. Again, another cliché, just getting a nomination from your peers is great. Having come to the states and trying to kind of reinvent myself, and reinvent my directing career, and all, I’m so grateful to the DGA and all the opportunities that I’ve had in America creatively, and the DGA has been a huge part of that. To get a nod of recognition from them was really lovely.

As for “This Is Not For Tears,” am I correct that you guys shot this in Europe?

We shot in Croatia, 90% of it. Obviously, the bookend section of it, the final scene is back in New York, when Kendall’s character comes back for the press conference. Obviously, we shot that in New York, but yes, the rest of the episode was all shot in Croatia, around the Dalmatian Islands, just north of Dubrovnik.

Granted HBO spent millions on “Game of Thrones,” a show you worked on, but were you guys crossing your fingers they would greenlight the budget to go to Croatia?

Yep. I love HBO, and it’s unique, and how much work I’ve done with them over the years, and I’m not trying to blow sunshine up anyone’s bum, but they are extraordinarily creative partners in that if you can sell the idea they will back you creatively, time, in this case, money. They supported the concept we were originally looking at a significantly less expensive yacht and the issue of actually securing one was actually tricky enough because that’s such a kind of rarefied market that surprisingly none of us had actually dabbled in that before. Just finding one that was available, quite apart from one that we actually liked, was a game in itself. Just hats off to HBO, though, because they stepped up the money because they could see that it wasn’t just stunt money. We had to create the ultimate gilded cage to trap these characters in and for the whole metaphor [of] throwing one of them overboard.

Recreating the lifestyle is not easy. One of the things that I noticed in the episode re-watching it last night is it’s rare that there is a contrast in terms of their wealth, and the people who the family would deem the “have most.” There’s a fantastic shot where a cameraman or the DP caught some fishermen on a very small boat, as the gigantic yacht goes by. What made you keep that in the edit?

Actually, it wasn’t random. I staged it, I storyboarded that in because …

I stand corrected.

Yeah, because I wanted that exact moment. I think this show, one of the strong points of the show is where you do find ways to suddenly to basically contrast the lifestyle of these characters with mortals, with the rest of us, to expose and highlight that inner quality. Equally, it’s kind of also fun to show where they’re brought together, that even the rich can’t control the weather, that even the rich can’t control the traffic in the city, and there’s a scene that I love in that episode where Brian Cox’s character is forced to take a FaceTime call, and pulls into a freeway service station in the middle of Croatia, in the middle of nowhere, and has to very uncomfortably wander around outside this gas stop so that even this kind of behemoth of the industry is brought down [a bit]. So, always looking for ways to either contrast or make connections between these characters, and the rest of the planet. In this case, because so much of the episode was set upon the yacht, with the exception of being able to contrast them with the crew members, there were very few opportunities. When we went on a location scout, I’d seen a couple of local fishermen in the small boats and the way they threw their nets out, and it just looked like this idyllic existence. I know I was idealizing it as a tourist, and I’m sure their lifestyle is very hard to make a living out of that, but there was a simplicity to their existence and a harmony with the environment which was so odd with this mega yacht cutting its way through the beautiful nature, that I just wanted to find a way to juxtapose the two lifestyles. So, we hired a couple of local fishermen to bring their boat along, we put them in a place, I sat there with a camera, and we just asked our yacht to do a drive-by, basically, so that I could get that moment. I wanted the ripples of the boat to disturb the fishermen, just as a little visual metaphor. It was just a little sleight of fancy on my part.

I think it was a smart choice for sure. About your aesthetic, you often have other objects, say a corner of a chair or something in the foreground, while you’re looking at an actor further away. There’s a lot of framing of distance. I haven’t seen that in some of the other episodes. What are you trying to convey?

First of all, in general, we tried very hard not to fetishize the wealth. There’s a good quote, from years ago, that “there’s no such thing as an anti-war movie.” The translation there for our show is that in trying to have a cold satirical eye on our subject matter in “Succession,” it’s very easy for us as program makers to be unconsciously seduced by the wealth and the lifestyle, the bling of it all, for the camera to lovingly fetishize that, to find that and unconsciously admire it. I tried very hard with the camera, even when you’re in a $200 million dollar mega yacht, not to fawn over it with the camera, to stay with the characters. The philosophy is not to get seduced by that, to keep your eye on the prize, which is the characters within this world. Secondly, the location itself obviously dictates the kind of general physics of where the camera actually is. In terms of even fitting that with foreground elements, creating a more cluttered frame, there was a boldness to being out in this Mediterranean light, in the middle of the summer. There was a harshness to that light, shooting in the middle of the day. It felt like something I kind of wanted to take advantage of. It would have been certainly another choice to shoot early in the day or late in the day with a lower sun and create a more kind of beautiful and more kind of comfortable aesthetic environment. I like the harshness, and I put the characters out in that harsh [sunlight] whenever possible because I wanted that uncomfortable “Yes, you’re out on this beautiful mega yacht, but that the harsh truth is beating down on you.” I don’t want to sound too pretentious about that, but it was a choice for that harder sun look and that boldness of the framing. I wanted the characters to just be stuck out in the hard sun. I was trying to expose them as much as possible or make them vulnerable, there was nowhere to run. I suppose it’s a mixture of those kinds of choices and reactions to light and the environment, and again trying to follow that there’s no artsy war movie philosophy to that particular framing set up for that type of setting.

The episode has a killer scene where Logan basically tells Kendall why he might not have picked him to be his successor. The shot that’s in the final edit is a shot on Kendall, and then it pans to the left, to a close up on Logan, and then back. You said you do storyboards. What made you put that choice in there?

That again was just purely instinctive of the moment. The scene itself is so intimate, it’s just a camera and two actors, that we walked through the dynamic of the scene and the kind of tragedy of the scene. I have to give a lot of credit to our camera operators, who were our secret weapon on this. They’re given these missions, but they’re also given a lot of leeway in certain takes to follow the script, to follow the story, to follow the emotion and the camera operators in that scene did us proud. To follow the story wherever it leads.

Obviously, by the time you were shooting this, it was the end of the second season. At that point, is there even a need for a lot of rehearsal with the actors? I’m assuming you guys do a table read. But when it gets to this point, do they just do a couple takes and end up nailing it because they know the characters and each other so well?

All actors obviously work in different ways, they peak at different times. There were actors on our show who will build things over certain takes, who will find things, will discover something in a take which they’ll use in the next take and they’ll build their performance. And maybe by five or six, you get used to when it’s going to peak and they’re receptive to the input, and you’re gradually building it. You just get to this moment where you just know it’s at its zenith, after that the energy starts to fall away consciously or not. Other actors, Jeremy Strong, for instance, who plays Kendall, he’s very method and would love it if there was never any rehearsal. If I remember rightly that particular scene that you referenced, he didn’t walk into the room. I stood outside the room with him, having worked the shot out with the camera, and we talked through the theme and talked with Brian, who’s a more kind of traditional theater trained actor. More traditional in his approach to the scene of building in collaboration with the rest of the team. Jeremy is much more internal. In that instance, I literally say that you’re going to go into the room, take a left, take a right, and stand and approach your father, and I don’t give him anything more on the first take because he doesn’t want anything more. He wants to discover the emotion completely spontaneously. Of course, there will be subsequent takes, trying to build the scenes subsequently, but that first take with Jeremy is often completely blind for him, which he loves. Yes, obviously, two seasons in, these actors know their characters so well, and they’re all such damn extraordinary actors anyway, with such brilliant instincts that, yes, we will often find that within a couple of takes you know that you have the scene. Then you’re kind of into this glorious kind of creative playtime. I call them freebies, where I know I have the scene and I just encourage them to follow a certain idea, explore a moment. They certainly get that pretty darn quick these days, they really do.

My last question for you is about the last shot of the entire season in this episode. The camera cuts to Logan, who’s just seen his son basically throw him to the wolves I don’t know if it was decided in the editing room, if it was on the page, or if it was just Brian’s performance, but you could interpret that he’s either about to smile or about to sneer. It’s very ambiguous. Can you just talk about where that landed?

Yes. The slight ambiguity of it is definitely deliberate. I’m trying to remember the exact stage direction on the page was something, almost the beginning of a smile, or actually maybe probably knowing Jesse it wouldn’t have been that specific, but there was certainly the stage direction his son is a killer after all, and that’s what we were building the performance off. I got to say we did that in two takes and I actually think I used the first take in the edit. I’d already rehearsed the camera move with a stand-in because I wanted Brian to come into it fresh. Brian had come in and sat down, I told him what the camera move was going to be and how close the camera was going to get so that he could time the performance because we hadn’t yet shot the New York section, so we couldn’t give them any live playback on the scene to react to, so I think we had somebody reading off-camera the correct tie-in line to give him. That was all we could give him to feed off. He just nailed it the first time. I said Jesse, I remember the moment, it was one those brilliant moments, where the camera team got the move exactly right, and the timing of the camera exactly as we’d rehearsed it just perfectly and Brian just instinctively knew exactly when to crack that moment and it still makes the hairs on the back of my neck stand up because it was so perfectly pitched. If it’d been less, it wouldn’t have been as impactful, if it had been more it’d be too much. He just nailed it. He just exactly such control of the instrument that he knew exactly where to pitch that performance. We did one more take, just because I’m a coward, in case there was a hair on the camera or something, but he absolutely nailed it on the first take. It was gorgeous to watch.

“Succession” season two is available on HBO and HBO Max.