Given the central role that overt sexuality plays in female pop and hip-hop stardom, I’m sure we’ve all wondered what the performers are thinking as they parade down the red carpet, on stage, or in front of the cameras inside those skimpy, stretchy, barely-there outfits.

Writer-director Gina Prince-Bythewood (Love & Basketball and The Secret Life of Bees) humanizes the hypersexualized pop star in Beyond the Lights, an intelligent, moving, and never-schmaltzy romance set in the world of music videos. Gugu Mbatha-Raw (Belle) plays Noni, a young singer from England who finds herself exploited by her momager (Minnie Driver) and on the verge of ending it all on her hotel balcony when she’s rescued by a handsome and politically ambitious law-enforcement officer (Nate Parker).

Opening November 14, Beyond the Lights is simply one of the best women-directed films of the year — a keen exploration of race and gender in the music industry and the alienation artists can feel from their public images. (In other words, you need to see it.) Women and Hollywood spoke with Prince-Bythewood about her surprising inspirations for the film, her long fight to keep Mbatha-Raw as her lead actress, and why she hired a nearly all-female crew.

W&H: What’s the inspiration for this
film?

GPB: I knew I wanted to write a love
story as my next film. I started thinking about a music film, because those
are some of my favorite films — Walk the Line and Lady Sings the Blues and The
Rose, which I love to death. So I tried to marry those two together.

W&H: And how long ago was this?

GPB: 2006 or 2007. And then I happened
to go to an Alicia Keyes concert at the Hollywood Bowl.

And I write to music, which is why this
makes sense. But she was singing a song called “Diary,” a beautiful song
which she sings live, and suddenly this full story and characters just came to
my head, and I was literally, I was just sitting there seeing this movie in my
head and the song as a soundtrack. It was a very cool moment as a writer, and
that was really the catalyst.

The other big inspiration was wanting
to deal with what happened in terms of me finding my birth mother, and finding
out the circumstances of my birth and really meeting this woman. She said I
drove her back into therapy [laughs], me meeting her, but she was projecting what would have happened if she hadn’t given me up for adoption. What would it
be like to be raised by a woman who hated you, but also loved you? So that
really was the catalyst for the main scene of the [mother-daughter] relationship.

W&H: So you had the idea in
2006/2007. When did you finish the script?

GPB: I stopped writing when I got The
Secret Life of Bees, and then obviously I worked with Alicia Keyes there, so it
was a chance to talk with her. As soon as I was finished with Bees, I jumped
back in it and started writing. It took about two years to develop the script.
I got a lot of help. I am very fortunate to be married to a very great writer,
who’s also the producer of the film — Reggie Bythewood — and he and I really
worked on the script. Two years later, I thought it was ready.

And it went out to every studio, and everybody passed, which was a shock.
Finally, Sony stepped up and said that they would develop it. But nothing
happened with it. They wanted a real singer and, honestly, initially, I did, too,
but as the process went on, it started feeling wrong. I just thought about my
favorite music films — Reese Witherspoon in Walk the Line, who is amazing, and
Sissy Spacek in Coal Miner’s Daughter. I felt that this role would take an
actor who could really play all the facets of Noni.

So I started looking at
actors, and at that point I found Gugu [Mbatha-Raw] in an audition, and it was honestly the way I felt with Sanaa [Latham from Love and Basketball]. I
saw the movie, and wanted to go with her, knew she was the one. And Sony said
she’s not a star, and they didn’t want to go further with the script or the
project and let it go.

I thought it was dead, and Reggie, in
one of those dark moments, said, “If money was no object, what would you
do to get this made?” and I said I would shoot a presentation. And he
said, “Go for it.”

W&H: You used your own money for
this?

GPB: Yep. And Gugu agreed to do it. I
used some dialogue from the film, but there are really no full scenes from the
film. It really had the vibe and the music video. The great thing about it
was that it gave Gugu and I a chance to work the character, which instilled my trust in her as an actor, because the outfit that she’s
wearing in the music video is what she wore in the presentation, and the fact I
knew at that point is that she would go there for this character. She trusted that I
wouldn’t exploit her through this character, and so it was really great bonding for
the two of us. And the presentation was when producer Stephanie Allain came on.

W&H: What happened next?

GPB: So now Reggie and Stephanie are
the producers, and we go back out to every studio, and everybody loves the
presentation, loves the script, but Gugu is still not a star. And it was so
frustrating when a couple of studios asked me, “Would you do it without
Gugu but somebody else?” And I just couldn’t let go. At that point, I
knew Gugu was the one.

I learned
from this that you just need one “yes.” And so, finally, after every
studio passed again [laughs], Reggie suggested I send it to BET, and they loved
it. Aretha Jones and Charlie Jordan Brookens said, “We’ll put a
couple million dollars, let’s try and find you a partner.” And that gave
us such an amazing lifeline and really helped with the package, and they went
to Relativity. And it was the first meeting I sat in in two years where they
did not question Gugu. They said, “She’s a star. We love her.” And they
also did not ask if the male lead be white.

So it was a great
meeting, to hear that you had freedom to cast, because they trust you. That’s what you want as a filmmaker. And we were off and running at that point.

W&H: So when you were at Sony, you
had a budget of say, what?

GPB: We did not even get that far. I mean,
in our minds it was going to be about 20 million.

W&H: And when you started shooting,
what was the budget?

GPB: We did it for eight million.

W&H: I noticed that you hired a lot of women behind the scenes. I mean, more than I’ve ever
seen before, including a female cinematographer, which is so rare.

GPB: Yes, Tami Reiker, who is amazing.
She and I did Disappearing Acts together and had an amazing collaboration
there. I had actually reached out to her to do Bees, but she had just had a
child, and couldn’t. She’s amazing.

W&H: It looks spectacular. The whole movie just pops.

GPB: Well, she’s amazing. It was also
very helpful that we had a great location manager as well, which gave it obviously great production
value, and, I mean, we shot the hell out of that thing. And I had Teri Shropshire, my
editor, who is also a woman.

W&H: And you had a music supervisor
that was a woman.

GPB: Julia Michels, awesome. And Sandra
Hernandez, who did the costumes, and she had about $2.00 to do what she did.

W&H: You have so many women on
your team. More than I’ve ever seen.

GPB: And it makes no sense [to do otherwise]. Honestly,
there was one day on set, I remember, I was just watching. Tami was — actually, most of her crew is female as well, which is great — she was talking
to the gaffers and there was like a group of men around there, and I just
smiled, because she was just so badass. As you get to do more and more films, you start creating your own bubble, and it’s been great to be able to pull more
and more women in.

W&H: Well, statistics show that
when there are more women behind the scenes, there are more women on screen.

GPB: That makes sense.

W&H: So there is
a lot of Nina Simone in the movie, including her song “Blackbird.” Talk a little bit about the importance
of Nina Simone.

GPB: I came to Nina in college. Her
work has so much depth and pain and truth in it, and it really does speak to
the hardship of life, to the suffering and the pain. When I heard the song
Blackbird, I was just starting to write [the script], and it was like, “Oh, my god.
This is at the heart of the film.” And it really influenced the writing of
it and the character, and the desire for this character Noni to want to emulate
that truth and depth, but also to have a girl who has a very strained sense of
identity.

I grew up with white parents and until after college, it was a lot of
confusion, especially because I grew up in an all-white area. So I never looked
around and saw anyone who looked like me. And it’s the same for Noni. It just
felt like a great marriage — everything that Nina represents in terms of truth
is what Noni would want to or hope to have in her life.

W&H: Does Gugu do all the singing?

GPB: She sings every track. She worked
very, very hard. She got a little bit of help, like all artists. But it is Gugu.

W&H: Who sings the songs at the
end?

GPB: Well, the first end-credit song is
Rita Ora, and Diane Warren wrote that song, “Grateful.” Diane
Warren is a genius. She saw the film, went home, and wrote that song, and invited
me over and played it on her keyboard. It was amazing. And her office — there
are stacks of cassette tapes everywhere.

W&H: I loved Kaz because he was not a regular cop guy. He was political; he had a plan,. How did you come up with that character?

GPB: I don’t remember the catalyst for him, I just thought it was interesting — somebody that was being pushed the same way Noni was being pushed. When I first started writing Obama hadn’t been elected yet, so that obviously influenced it.

W&H: He’s wonderful. And I loved the Rottweiler.

GPB: And we almost had to cut the dog, because of our budget. And I was like, “He has to have a dog!”

W&H: Let’s talk about the commerciality and the sexuality that exists in our pop culture today.

GPB: It was very important that we matched/mirrored what was going on on MTV, BET, or any video channel. In fact, honestly, some of the new videos that have just come out have gone further than we did. But we had to match that, so that you understand where she is and how far she has been pushed. And if we were soft with it, the movie doesn’t work.

And Gugu, all praise to her, was brave enough to just embrace the character. And, again, there was a trust there, since we did a lot of research together. Marilyn Monroe and Judy Garland are two big inspirations that I sent to Gugu, because there really are shades of those two in this character here. I also sent videos from Beyonce and Shakira and Miley and Britney. So it was about really creating this character who had two sides to her. There was this hypersexualized persona, which is very successful for her, but at what cost? So I never wanted anyone to look at this film and think I was exploiting Gugu or the character. It is about showing what is really going on and what is the cost of that for this character.