SPOTLIGHT May 2025: Rachel Feldman, Filmmaker, LILLY
Rachel Feldman has been an activist for fair pay and women’s equality in the film world for decades. After a successful career as a child actor, she trained as a writer and director, ultimately building a career as an episodic director and advocating for women in front of and behind the camera long before it was “in fashion”. She’s been writing guest articles, committing to better onscreen representation for women and diverse voices, and just generally standing completely outside most people’s comfort zones for her entire career.
Those choices have culminated in Lilly, a film she co-wrote, actively produced, and directed. This story of courage, gumption, and working class heroism is her first narrative feature releasing in theaters on May 9. Making the film may have taken a long time, but the tale she tells is a big screen debut that suits her perfectly. The narrative feature highlights the life of Lilly Ledbetter, reluctant activist, inspiring SHE-ro of women’s equality, and inductee to the National Women’s Hall of Fame. Lilly’s fight for equal pay was riddled with setbacks, but she famously said, “I’ll be happy if the last thing they say about me after I die is I made a difference”. One of the working women inspired by Ledbetter’s experience is filmmaker Rachel Feldman. Like Ledbetter, Feldman tenaciously held onto her vision to share the employment equality activist’s story in Lilly. Rachel spoke to AWFJ about her career and Lilly for our May SPOTLIGHT.
AN ONSCREEN START
Rachel Feldman was born in the Bronx, and comes from a family of activists. Her grandfather emigrated from Czarist Russia, settled in the Bronx, and became a labor leader. Her mother frequented civil rights rallies. Her uncle Mac Benoff was an Emmy award winning screenwriter who got blacklisted in the 50s, only to go on to writing for TV and film through the support of creators who stood against McCarthyism. It was her mother, in fact, that taught her to love movies, and who supported Rachel’s interest in storytelling. From the time she was five years old, Rachel performed as a model for advertisements, and starred in commercials with the likes of Louis Armstrong.
“I was a child actor because I loved movies. My mother turned me on to movies at a very young age, and we watched older films from the 30s and 40s, which you could only see in the middle of the night, because local TV stations would show them as inexpensive programming. I’d get to see Stella Dallas or Now, Voyager, but at 3am. She’d wake me in the middle of the night with a glass of chocolate milk, and we’d have the best time watching together. I think it’s a primary impulse for those of us who are performative to want to be the face on the screen. As a kid, you don’t know what happens behind the scenes. All I knew was Barbara Stanwyck, emoting all over the place. My mother was excited by my enthusiasm and figured out how to find a great agent, taking the time out of her own life and time away from my brothers, to do all the legwork. By the time I was 12 or 13, I’d been in over 100 TV commercials.
“They called me the “ethnic kid”, because I had brown hair and my last name was Feldman. We had to change my name because it was too Jewish. My crazy mother gave me a Russian name instead, so I became Rachel Benoff. I loved everything about that time of my life. I loved being on the set early in the morning, drinking hot milk with a little coffee in it, hitting my mark, finding my key light, and saying my lines. They used to call me “One Take Rachel”, because I’d just do it once and be done.”
At the age of 12 or 13, Rachel decided she’d rather do voiceovers, because she liked being behind the microphone, and at that age, wasn’t keen on being seen onscreen.
“That gave me a sensibility as a technician, because I loved being in the booth. I loved being able to decide to do another take. There was more control with just my voice. I could play all kinds of crazy, evil witches, and I just loved it. I did the voice of Lucy for Peanuts before any of the TV specials, for the first licensing Charles Schulz ever did, which was a Ford Falcon commercial during the Hazel show. I was also the voice of the girl in the Trix Rabbit commercial. I was always comfortable on set, and thinking of myself as a technical person. Many years later, when I realized I wanted to go to film school and make movies, I already knew that world”.
FROM ONSCREEN TO BEHIND THE SCENES
Rachel went first to Sarah Lawrence, then Parsons, then to NYU Film School. Each school, each aspect of her training, played a part in who she became as a filmmaker.
“They call Sarah Lawrence a graduate school for undergraduates. You only study three things a year, and so you can do a really deep dive into any subject you want. If you want to study 15th century Italian textiles, you can. What other university will let you do that? In my sophomore year, I was walking on campus and I didn’t think the garbage cans were in the right place. They were visually distracting and smelled bad. I walked into the deans office and said, “Excuse me”, and we looked out the window and I said, “I don’t think those trash cans are in the right place”. She asked me where I thought the trash cans should be, and I told her we should build a shed around the corner. Two weeks later, there was a shed around the corner and the garbage cans had been moved. IT was so empowering that I noticed something that could be better for our small corner of society, went to the top, spoke to her, she heard me, and did something about it”.
“With Parsons School of Design, I went into a program called Communication Design, which was for people who were going to go into advertising and marketing. I always drew. Not well enough to be an illustrator, but to use as a communication tool, which is why I later became a storyboard artist. What Parsons did was it drilled into me what a logo or tagline is, and how to dissect and dissect and get smaller, and get to the heart of an idea. They were really great at challenging us to go deeper into that inquiry. To me, that has proven to be the essence of great screenwriting. It was a fantastic tool to train my brain”.
“NYU was different. It wasn’t a great program at the time. 70 of us started the program, and only 7 of us graduated. What was the most disappointing thing from that experience is that they never uttered one word about how girls, who made up at least 40% of the class, were not going into a level playing field. We were not going to have the same opportunities. Within the first three or four years post graduation, 90% of the female graduates had fallen away.”
LEARNING FROM THE BEST
As one of the only women to graduate from NYU, Rachel continued her commitment to herself and a career as writer/director. Her senior thesis film won multiple awards, and she got grants to make more short films. She also began creating storyboards for some of the most well known directors in the business.
“I worked with Brian de Palma on a film called Home Movies (1979), starring Kirk Douglas and Nancy Allen. Keith Gordon was in it. It was a low budget comedy we made on the campus of Sarah Lawrence, because he’d gone there. He does his storyboards on 3×5 index cards he keeps in the breast pocket of his safari jacket. I’d never done anything on a 3×5 card before. He’s such a brilliant visualist, knows his lenses and calls his shots months in advance in the back of his brain. It was such a great experience to sit with him in a room and have him explain he was going to use a 50 millimeter lens and how he’d do this or that, and draw it on the card. It was fascinating to sit with a master and have him dissect a script and call the shots in a very sophisticated visual language. Another fun thing about working with him is he had promised each of us we’d get to direct a scene. One day he decided to leave early, He said, “Rachel, You’re up. This is the scene, this is what’s happening, and I want you to use a split diopter”. I ran after the car he was in with his then-wife Nancy Allen and asked, “What’s a split diopter”? Well, I learned what it was, and it really enhanced the shot. I was able to walk onto the set with confidence and tell the DP, “Let’s use a split diopter”.
During that time, she also learned about some of the machinations and politics behind the scenes, as exampled by her experience on Eyewitness, a film directed by Peter Yates, through line producer Kenny Utt, who would go on to win an Oscar as producer on The Silence of the Lambs.
“Peter Yates was another really good experience of working on a big studio movie. It was a movie with Bill Hurt, Sigourney Weaver, and Christopher Plummer called Eyewitness (1981). I was really fully immersed in that situation. It was a really good education as to the political backstage behavior that goes on between producers, writers, directors, and actors. I was privy to all that. The great Kenny Utt was the unit production manager on that movie, and was Jonathan Demme’s producer. He was a beautiful, remarkable man, and taught me a lot. I was a naive girl trying to please everybody, and he told me, “You’re never going to please anybody. No matter what you do, it’s their perception of you that they’re going to hold onto, whether it’s accurate or not. So just be yourself, do the right thing, and keep you head on straight”. That was a great lesson for me.
BREAKING IN IS HARD TO DO
Rachel moved to LA in 1985 with a Masters from NYU in directing, award-winning shorts, and an agent, and yet it took her another seven years to get her first job, and then only because she met the right woman at a “Mommy and Me” group..
“I couldn’t get arrested. I couldn’t get a job. So my boyfriend at the time convinced me to get married and start our family. I’m still married to that man. He figured I wasn’t working anyway, so we should get on with life. So we had a baby, and I was in a Mommy and Me group. There was this really cool girl and she said, “Rachel, I really like you. You’re so smart and I don’t understand why you’re not working. My dad is a really big producer in town and you should meet him”. My dad was a dentist. What did I know about nepotism in Hollywood? So I go and meet her father and her dad is Tom Tennebaum, a very big producer in TV and a lovely man. Sure enough, we hit it off. He kept listing these very famous people he knew, then mentioned Steven Bochco, and I said, “WAIT! He can help me”. He had several shows on the air, and I knew episodic television was where I should be. I wrote a letter to Steven Bochco, and I remember distinctly I was making chocolate chip cookies with my baby and the phone rang and the voice said, Hey, Rachel, it’s Steven”. We had a meeting, and again, we hit it off, and he told me to bug him and motivate him without annoying him. At the time he was very conscious, and was hiring women and Black men. It was a difficult environment for female directors. This wasn’t like today, where you walk on a set and there’s a “no jerk policy”. It was trial by fire. But I was able to work for him, and I survived, and then I moved on to David E Kelly and on and on and on.
SMALL SCREEN SUCCESS
From that point, her career took off, although there were years that were very busy, and others not so much, but she built a portfolio of projects that started with Doogie Howser MD for Steven Bochco, and went on to The Commish, Picket Fences, Sisters, Beyond the Break, The Rookie, Blue Bloods, Criminal Minds, and many other shows on the small screen. She is also represented in a number of documentaries about women in film, and parity for female filmmakers, and gave a Ted Talk on the subject only last year.
A LIFELONG CALL TO ACTIVISM
Speaking of that Ted Talk and what came before, through Rachel’s entire career, she has been standing up for herself as well as women in front of the camera as well as those, like herself, working below the line.
There’s a reason, beyond Rachel’s sense of right and wrong, that has driven her to write articles, fight for women below the line and in front of the camera, and appear in films and at events advocating for parity in the screen industries. She saw the inequity firsthand. As she put it in a 2015 article, “After a quarter of a century of toiling in the trenches of Hollywood, I can testify with some authority, that this is an industry of “no girls allowed”, complete with bricked-up walls and steel-trap doors. Decades of producers questioning whether my camera placement was over the actor’s right shoulder or the left, sharing that their cast or crew didn’t like women directors, or sneaking peeks under my shirt didn’t cause me despair. Lack of interest in my scripts because they featured female protagonists, or the inability to secure great representation because agents didn’t want too many women on their rosters didn’t dampen my spirits. In fact, every instance of both subtle and overt discrimination only served to fuel my political awakening”. She spoke about it further in the AWFJ interview:
“I grew up with activism, so I believe in it. It’s in my DNA. I believe in the power of people speaking up when they see injustice. I went to a woman’s college. Even after all that, I wasn’t particularly activated to gender politics. I have two older brothers. I come from a Jewish family which is steeped in the patriarchy, and I really didn’t know anything about gender inequity until it hit me in the employment butt. I was oblivious. I had gone to film school, done well, and won a lot of awards for my short films. I figured I’d see a future that reflected all that. It wasn’t until I started trying to find an agent, tried to find a manager, and tried to get work, that I just kept hitting brick walls. I am a very scrappy person. I don’t take no for an answer. I go back and I go back and I go back and I go back. And it still didn’t occur to me that maybe there was something wrong with the system. I thought there was something wrong with me, that I was doing it wrong.”
“Then I went to the DGA Women’s Steering Committee, and we were like five or six women who were experiencing the same thing. We didn’t even know about the women before us, the previous generation, called The Original Six, of the steering committee, that had done research leading to a class action lawsuit against some studios for gender discrimination. I became frustrated and angry and was fortified by this tiny community. When you get mad for yourself, maybe you do nothing, but when you get mad for someone else, it’s much easier, which is why activism is so powerful. I’m not yelling and screaming and shouting and saying this is unfair because of me. I’m saying it’s unfair because of us, because of you. So that energy really worked for me, and helped my mental health, and it was so much more constructive for me to speak out to try to make change. I started getting articles published in Variety and The Hollywood Reporter, and journalists would want to speak to me, and then the social scientists started to come out with numbers that proved what we were saying. Then we were in a community. Then we were humming. There was Geena Davis and Women in Film and so many people were starting to talk about it. I’m very proud of the activism I was part of that happened at a time before Times Up and the #MeToo movement. It hasn’t been very long since all that started happening, it’s been, like eight years. Some of us were fighting decades before that.”
A CAREER CULMINATING IN LILLY
Work behind the camera as a writer and director in episodic television, and the activism that was part of Rachel’s DNA, all culminated in one idea. Seeing Lilly Ledbetter on TV in 2004 at the Democratic Convention sparked the desire to tell her story. It was a long road to go from there to getting it to the big screen, filled with serendipity.
“I knew Lilly’s experience would be a good idea for a movie. While as a screenwriter I have a very big imagination, I’m not usually drawn to true stories, but there was just something about her. I think it was clearly the nexus of my personal, professional and political points of view that sort of all merged into one character. I reached out to her the next day, and I learned she was working on a book called Grace and Grit, which turned out to be beautiful, but I had to wait for her to finish the book and get it published. I went back three years later, and said I wanted to option her book and get her life rights. Fortunately, I had forged a very nice relationship with her attorney, Jon Goldfarb, who was instrumental in convincing Lilly that I should be the one to get the rights. Because there were studios and producers who were very interested in those things at the same time and had a lot of money and a lot of power and a lot of clout, but John had gone to film school. John liked talking to filmmakers, and the conversations that we had were not business conversations. They were creative conversations. He convinced Lilly to go with me, but I was honest about having no money, clout, or power. I was perceived as a TV director, which was seen as a detriment, but I told them, “I have a very powerful will, and
I’m as just determined as anyone. If you choose a big studio, you’ll be one of a big pile of projects that may or may not get made. You will be my one and only project.”
“So I wrote a screenplay, and for the next few years, I optioned the script to several producers. I had one very well-known female producer who tried to push me off the project, and didn’t want me to direct. It was a real moment of crisis for me. It was a real crisis of confidence for me. I met with this award-winning female producer, and brought a list of the 10 most well-known and successful female directors working in the business, and one by one, she crossed them off the list. “This one cries on set. I don’t like this one. People don’t like to work with this one”. It was such a beautiful moment for me. No woman was going to be good enough for her. She said the movie would only get made with a male director. So I walked away, but that was one of the most clarifying, important moments of my career.”
Rachel went on to get connected with a man she didn’t know, but had been told raised money for independent films, and had worked in his youth at a theater in Palo Alto. Through what can only be called serendipity, a friend on Facebook messaged her after a post on their shared childhood. This old friend knew some wealthy friends in Palo Alto who were political and interested in feminism, she wanted to introduce Rachel to, so she flew up there with her new contact, and they raised the seed money for the film that weekend.
The next bit of serendipity happened during Covid, which allowed for Lilly Ledbetter to have a series of zooms with hundreds of people, which raised the budget for the film.
Finally, one of the key bits of serendipity that made the movie what it became was getting Patricia Clarkson to take on the role of Lilly. She loved the script when she got it, and already knew who Lilly Ledbetter was. Patricia’s mother was Jackie Clarkson, who served in the Louisiana House of Representatives and on the New Orleans City Council. Clarkson said, “I am one of five girls from a political family. Yes is my answer to playing Lilly Ledbetter”.
WHY LILLY LEDBETTER IS SUCH A WORTHY CINEMATIC SUBJECT
Lilly Ledbetter worked for nearly 20 years at a Goodyear Tire plant as a supervisor, and throughout her time there she was often subjected to sexism and misogyny, but the pay was good and she wanted a better life for her family, which included a husband and two kids. She was passed over for promotion by male employees she trained, and demoted when she complained. After finding out she had been making significantly less than her male counterparts, she filed a sex discrimination lawsuit against Goodyear. She won her case, but lost on appeal. The case went all the way to the Supreme Court, where they ruled against her because she didn’t file suit 180 days from the date of the discriminatory policy. Of course she didn’t know about this discrimination until years after it had started. Although Lilly didn’t think of herself as a champion for pay equality, she became its voice. Her activism led to the Lilly Ledbetter Fair Pay Act, which was signed into law as Barack Obama’s first official piece of legislation as president.
Rachel Feldman can’t say enough about the importance of her collaboration with Patricia Clarkson and the actor’s work on the film, as well as the co-stars that support Clarkson in bringing Lilly’s story to life.
“I wouldn’t have this movie without her. She’s a remarkable actor, and was a wonderful teammate. John Benjamin Hickey, who plays her husband, is also extraordinary in the film, as is Thomas Sadoski, who plays the lawyer John Goldfarb, and they all had wonderful chemistry. They all really liked each other, enjoyed working together, and while the film is about justice, it’s really a love story. And Patty and John had known each other as graduate drama students when she was at Yale and he was at Fordham. I wanted to make a movie about a woman, not an issue. What makes a character like Lilly exist in the world? How does that work with being a wife, a mother, and a grandmother? As just an ordinary person from Alabama, how do you have a personal life while also being the face and the voice of an issue where you have a target on your back?”
Lilly was released in October, and had its world premiere at the Hamptons International Film Festival.
“We showed the film to 500 people in a packed, sold out audience. From the minute the movie started, there was gasping, laughing, crying, cheering. And as the movie went on and on over the course of the hour and a half, the audience got louder and louder and louder. By the end, I had tears streaming down my face, and it was just pure joy”.
WHY WE CHOSE HER
Lilly is a film about a woman in her 60s, written and directed by a woman in her 60s, produced by women in their 50s and 60s. Of the over 200 investors and donors that made the film happen, Rachel Feldman says close to 85% of them are “mature women”. Women are represented across all departments, including music and post-production. Rachel Feldman has shown not only a longevity in her career in the screen industries, but has steadfastly committed to supporting other women in her own field, as well as amplifying the struggles of women seeking equality across all career paths. There is still a parity problem in Hollywood hiring female directors and telling women’s stories. We need the work and tenacity of women like Rachel Feldman, and her film subject Lilly Ledbetter, amplified and celebrated. We dedicate the May SPOTLIGHT to these two remarkable women, and all the anonymous women out there still fighting the good fight. — Leslie Combemale
