Brothers Alan and Gabe Polsky made their mark in 2009 producing Werner Herzog and Nicholas Cage’s fairly awesome (and I’m so not kidding about that) Bad Lieutenant: Port of Call New Orleans.

But what the brothers really wanted to do was direct, and this month brings to theaters and VOD their directorial debut The Motel Life starring Emile Hirsch and Stephen Dorff as Frank and Jerry Lee, two down-and-out brothers struggling to stay above water in Reno, Nevada.

The Motel Life, based on the 2006 novel by musician Willy Vlautin (of the band Richmond Fontaine) nicely navigates between seedy pathos and humorous hope, punctuated by animated flights of imagination. Adapted for the screen by Micah Fitzerman-Blue and Noah Harpster, the film also stars Dakota Fanning and Kris Kristofferson.

I sat down in Chicago a few weeks ago during the Chicago International Film Festival to talk with Alan and Gabe Polsky about The Motel Life, working with actors as first-time directors, and not letting “seedy” get too seedy.

The Motel Life opens today in select theaters and is also available on Video on Demand.

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What made you want to move into directing?

Alan Polsky: It was something we’ve wanted to do since we got in the business. We’d always looked at the storytelling aspect of the business as the most exciting part, the thing we were most interested in—we started off developing material from different intellectual properties, books, articles, etc.

We were just waiting for the right piece of material to come across our desks that would be a manageable film we could put together and get financed and that also spoke to a lot of the things we know: brotherhood and brothers connecting through telling stories. And we were excited about the opportunity to use animation in telling this story. So there were a lot of elements with it that really fit in with what we were looking for.

What about The Motel Life one jumped out at you?

Gabe Polsky: I think we fell in love with the book—there’s something about this story that has a lot of heart and soul to it. It’s very emotional, but it also has elements of humor, it’s edgy – it has a lot of dynamic range that we could explore.

The obvious thing is that it’s about brothers, so we felt that it was a good one for our first movie together. We felt we could really get at the emotional heart of it and go on this journey. It’s a very unique story with unique characters in a unique world. All these things we thought would be great for our first directing gig.

You start with Vlautin’s novel, then Fitzerman-Blue and Harpster’s adapted script, but what did you as brothers add to it?

Gabe: There’s a lot of similarity in that it had to feel truthful, every scene or situation these guys are in. So we rehearsed the actors to get as much truth as we could. The characters are different from us – they have different eccentricities and characteristics, but we all have the same emotions inside of us, so to get that emotional truth was important.

These characters are outsiders, living what we’d nicely call “marginal” lives. How do you approach that, and all the stuff with dive bars, casinos, and strip clubs, without it coming off exploitative, cliché, or even campy?

Gabe: There’s a tendency with a lot of independent films to dwell in that world and the seediness and depressing nature of things. This film’s not about that, it’s about something much more universal.

We’re not from a horrible Reno neighborhood, but those neighborhoods do act as a character in the film, giving it a mood and uniqueness. But it’s not about that ultimately. We didn’t want to dwell on the darkness of it—we wanted to focus on their relationship and their storytelling. The hope and humor of it.

Along those lines, the film approaches Frank’s drinking problem much more subtly than most “alcoholic” movies.

Alan: From the beginning of the movie it was important to us to set up that neither of the brothers are doing great. Stephen Dorff’s character Jerry Lee is already missing a leg and then gets in a hit and run accident. Emile’s character Frank is a total alcoholic and has all these other demons in his head.

The key to Frank’s alcoholism is you want to have an arc for him, you want to have somewhere for him to go. He definitely exists in this Reno lifestyle, he’s affected by the elements – he’s in the casinos, around all the alcohol.

Vlautin says something I love, that Reno’s full of all these “old man bars” – old men sitting in bars getting wasted in the middle of the afternoon. Frank’s part of that world, but you want to have some place for him to go in the end.

Gabe: It’s not like Leaving Las Vegas, he’s not stumbling around. These guys are functional alcoholics. You don’t call too much attention to these guys, it’s not what the film’s about. If you’re not doing your job well, you’re leaning on these things that we’ve already seen a million times before.

There are so many really nice moments in the film, even something as simple as the brothers spending the night in sleeping bags in the car. Did you have certain character shades or tones you wanted to add into the film beyond the book?

Alan: You can put a lot more into a book than you can a screenplay—it’s so internal. But we were really looking for lighter moments to add. You have these intense things in the film, all this fear and anxiety, but we wanted to show them as brothers outside of all that, so were looking for things to bring that out. We wanted moments with them where we got a sense of how they would feel together as brothers if all this crap wasn’t happening to them.

Gabe: Also there’s a lot of things you can put in a film you can’t put in a book, like subtle, non-verbal moments that showed the emotional energy between the brothers.

The animation is really a terrific addition to the film, the way it captures the brothers’ nostalgic, sometimes violent, sexual escapist imagination as told by Frank from Jerry Lee’s artwork. How does the animation process fit into the overall production schedule?

Gabe: Before we shot, we had rough designs of the animations so we could have Jerry Lee’s drawings showing on the walls. So the animator Mike Smith made the drawings ahead of time, so we had the lines of how Jerry Lee draws. We started designing the animation as we were shooting the movie, and then it evolved afterward as well.

Alan: Animation is very expensive, so you really don’t want to get into the hardcore animation until you’re done with your cut. The process is drawings to animatics to animation, but once you get into the animation it takes a lot of people, a lot of manpower, and a lot of money. So you want to make sure your edit is right, so the animation comes towards the end.

You’re first-time directors working with some very experienced, talented actors. How do you go about getting what you want without stepping on their creative processes?

Gabe: Each actor is obviously different, and each has their own circumstances—you gotta get to know them and figure out how to communicate best with them. Everyone we worked with was a total professional, so we never considered doing line readings or anything like that. They were very responsive in rehearsal. We’d sit down and talk through the scenes about what’s motivating the guys here, what’s happening, what’s the internal dialogue going on—we really talked through a lot of that in an intellectual way and they internalize it.

Then on set the actors are in the moment, acting. As a filmmaker, you have step back and watch and ask, “What else can we get from this scene? Maybe he should be feeling more fear here” and you just talk about ideas with them. It’s more about the emotional responses that you get.

Alan: It helps that they were really into this material. They wanted to be doing it—it’s not like they were just collecting a paycheck. They were on board and gave it their all.

What happens when an actor shows up on set with something for the character that doesn’t match your vision of the book, the script, or the film?

Gabe: You gotta talk and communicate. If it’s not something you think will work, you have to figure out something else. But you don’t just show up on set and say, “Oh, this is how you’re going to play the character?” Leading up to it you’re communicating, so there are not huge surprises. We only had 24 days to shoot the movie, so you make sure you’re relatively all on the same page.

Alan: The roles are very nuanced; so an actor might show up and his instincts might be to go a little bigger, really play up one aspect of the character. We’ll see that and say, “Let’s pull that back a little bit and try this.” There’s so much subtle stuff happening with the characters. As the filmmaker you have the whole picture in your head while the actors are more in that scene at the moment. So you just try to keep everything moving down the right track.