Director Millicent Shelton breaks down The Walking Dead ‘Scars’

LOS ANGELES, CA - MARCH 04: Director Millicent Shelton accepts the award for Outstanding Directing in a Dramatic Series for "Men of A Certain Age" onstage at the 42nd NAACP Image Awards held at The Shrine Auditorium on March 4, 2011 in Los Angeles, California. (Photo by Kevin Winter/Getty Images for NAACP Image Awards)
LOS ANGELES, CA - MARCH 04: Director Millicent Shelton accepts the award for Outstanding Directing in a Dramatic Series for "Men of A Certain Age" onstage at the 42nd NAACP Image Awards held at The Shrine Auditorium on March 4, 2011 in Los Angeles, California. (Photo by Kevin Winter/Getty Images for NAACP Image Awards) /

Director Millicent Shelton steered the ship on one of the most powerful episodes of The Walking Dead ever. We had a chance to break down “Scars” with her.

Take one look at Millicent Shelton’s profile on IMDB and you’ll see that she has directed episodes of many of the top shows on television. From Empire to Manifest, 9-1-1 to The Flash and so many more, Shelton is already a legendary television director and a powerful woman in Hollywood. She’s also a fan of The Walking Dead, and she’ll be forever known as the director who brought “Scars” to life.

We had a chance to speak with Millicent Shelton about her experience directing “Scars” and she shared some keen insight into her process in crafting the episode, along with the great lengths that production took to prepare everyone for such challenging scenes.

(Sarabeth Pollock): What went through your head when you read the script for “Scars?”

(Millicent Shelton): Well, I’ve seen all of the episodes leading up to season 9, and then I read the scripts for the episodes leading up to mine. But as you can see mine doesn’t really have lots to do with the Whisperers. I had to read it a couple of times to really see how it moved through times. I like working on tough episodes and this was a tough episode. I really liked having this challenge.

One of the questions I’ve heard around the fandom is why this episode came at this point in the season. From a narrative perspective, do you think it had to come now, rather than sooner in the season?

My guess is that the whole arc of the Whisperers had to be established in order to make it payoff at the end [of “Scars”]. To jump in during the middle of that might have jeopardized what was going on with the bigger arc of the season. This is giving the history of why the walls are up, and why Michonne is so guarded and why the scars are there. When you see someone has a scar you don’t usually talk to them about it and you don’t know the effect of it. That’s what this episode is about, the physical and emotional scars ever since Jocelyn came back into her life.

Having an actress like Rutina Wesley in this episode was so key, because the former True Blood star plays straight so well and doesn’t reveal a lot of emotion, so for Michonne to be so excited to see her and then have her betray her was so powerful.

For us, it was really important that they came across as old friends. It’s like you grow up with someone and go off to different colleges and move to different cities and then you see each other and pick things right where you left off, like time hasn’t passed. When you see that scene in the kitchen you see that, and there’s no indication that something is going to happen. It’s authentic. So when the turn does happen you’re just shocked and heartbroken.

Shelton continued by talking about how the authenticity of Michonne’s friendship with Jocelyn played heavily into the scene where they were being branded.

For me, the most powerful thing was to be in the room with them when she was getting branded. When Michonne was getting branded Danai leaned into it. The camera operator was actually standing right next to Ru and Danai leaned so far forward that [Rutina] took a step back. She wasn’t supposed to be in the shot but he got that profile show of Danai screaming in her face, and it was so powerful. I just let it go. You could see the energy in the room. Ru just took it all, and then after I said cut she was just a wreck because all of that energy went right into her body.

That scene, I said to Danai, was my homage to Scarface. That scene when he’s being cut with the chainsaw. And even in Scarface you don’t see that he’s being cut into pieces because it’s all in his face. The horror of the moment plays on Michonne’s face and that was just the most amazing moment being in the room for that.

People will be talking about the powerful emotions in this episode, and you had to do it all with so many children around. Are they aware of how big the scene is? How did you make it all happen?

We were really conscious of [what was happening in this episode] and wanted to make sure we did no damage to these young actors. In the casting process the parents we made aware of what this episode was about. Once they were cast, each one of them had to sit down with a psychologist individually to go through the scenes and the script to make sure they understood that these stories aren’t real.

Before we shot we had a meeting in a conference room with the parents, the kids, the AD, myself and the actors and producers and we talked them through every single thing. All of the choreography was discussed with the stunt coordinator. Everybody knew everything so that when we were on set there were no concerns or issues.

When we were on set they were all comfortable, we had rubber knives and they knew the stunts so it was fine.

What was it like having so many kids on set?

That was crazy. Matthew Goodwin is an amazing AD and he scheduled all of it. There were lots of body doubles.

“Scars” is really an amazing episode because it’s gory but you don’t see it. So much of what happens is implied but you don’t actually see a lot of actual gore, which really serves to highlight things like the blood on Michonne’s stomach. It’s such a masterfully crafted episode.

Thank you! It was always written to be the juxtaposition between the kids and the walkers. I augmented it a bit when we were storyboarding, but I do think it was smart that that was the way to show it. One of my main concerns was that Michonne is not a monster and she wasn’t just just killing kids. She had no choice. She did it to save her daughter and to save her unborn child and to save herself. We had to make sure that the kids were totally feral, and that they were no going to give up so she had no choice. Danai kept saying “please stop, please stop” but on set we kept telling the kids not to stop. And we wanted to make sure the audience saw that she had no choice and she was definitely not enjoying this.

It’s interesting, too, because Daryl had no part in killing the children. He came into it seeing the aftermath.

Right. The episode is called “Scars” but it’s not just about the physical scars. It’s about the emotional scars. Even though Daryl didn’t have to physically do anything to the kids, he was scarred emotionally.

Negan revealed to Michonne that he has told Judith everything he did, including killing Glenn and Abraham. Knowing that Michonne has been keeping secrets from Judith to protect her, was this scene something that had to happen to trigger Michonne and show her that Judith might be able to look past whatever she’s hiding?

Yeah, and it also shows that a wound is still a wound. That psychological wound is still there. There’s a moment at the end of the scene where Negan looks at Michonne and goes “Oh, you don’t know where your daughter is” and that opens the wound right there. She’s good at covering her pain up but he sees right through it. And you can see it in her eyes, you know she’s in pain.

Do you think it was important for the story that it was her worst enemy who managed to see right through her?

Yes. And he’s the one who’s behind bars but she’s the one who is trapped.

You’re going to go down as the director who worked with two Judiths in this episode, which was huge story for Cailey Fleming’s Judith because up until now we’ve only ever seen her as a total badass. We see her vulnerability for the first time.

She’s an amazing young actor, I have to say. And when we see her on that rock when she’s talking about when they stopped caring about Carol, there were so many tender moments. When she’s on the lake with Daryl, and he’s imitating how she’s sitting. She’s just so amazing, I mean, she went toe to toe with Danai. She’s just a very advanced actress for her age.

I talked to her like I talk to the other actors. I don’t talk down to kids, so we just talked about what was going on with the scene and she was just so good.

From a technical standpoint there were so many moving pieces to this episode. Most shows don’t deal with multiple realities or timelines. You’ve directed an episode of The Flash with multiple universes, and now this episode of The Walking Dead has different timelines. Can you talk about the challenge of moving between timelines?

The hair and makeup and wardrobe were important, and again Assistant Director Matthew Goodwin was so helpful in dealing with the timelines. The biggest thing that I wanted to focus on was that the transitions between timelines were clear, so no one would be sitting there wondering what was happening. I wanted it to be clear.

When we jump around, back and forth, we use something to show the change in time. I tried to ground people in something that was familiar.

One of the biggest tells was Michonne’s pregnancy. What was it like for her to be so pregnant on set?

I know that thing was heavy! There was a fake belly when she was smaller, like one of those pillow things. But when she had to be cut Greg Nicotero had to build her something and it had the texture of chicken cutlets, like a really soft fabric. It went over her head and arms like a glove, so that you could see her skin because it was a pregnancy belly.

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This is going to go down as one of the most powerful episodes of The Walking Dead ever.

This is a character study of Michonne. She has been one of the strongest characters on television that I’ve seen. She’s always been impenetrable but this episode does show her psychological wounds and being able to be broken like we’ve never seen before. It gives us great insight into her character, and I think it’s a very positive thing.

It was such a pleasure to talk with Millicent Shelton about her episode of The Walking Dead. You’ll be able to see her work again soon soon on the hit FOX show 9-1-1, where she directed an upcoming episode titled “Fight or Flight.”