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‘Suitable Flesh’ Director Joe Lynch on Making a Movie With “Madness, Sexual Identity & Cosmic Body Swapping”

By Perri Nemiroff

October 14, 2023


  •  Joe Lynch’s Suitable Flesh is a body-swap horror movie based on the H.P. Lovecraft story, The Thing on the Doorstep.
  •  Heather Graham leads as Dr. Elizabeth Derby, a psychiatrist who finds herself in the middle of a dark and twisted supernatural situation after meeting with a patient she suspects is suffering from an extreme personality disorder.
  •  During this Fantastic Fest interview, Lynch sings the praises of star and producer Barbara Crampton, explains why one should always have a watermelon handy when making a movie and loads more.

Suitable Flesh is an easy sell. It’s a body swap horror movie starring Heather GrahamJudah Lewis, and Barbara Crampton that, as accurately described by director Joe Lynch, involves “madness, sexual identity, gender fluids, other fluids and … a little bit of Cthulhu.” You’re sold, right? If you are, be sure to click right here to get a ticket to our LA screening of Suitable Flesh, which will also include a Q&A with Lynch himself! Need a little more convincing? The rest of this article should get the job done.

Based on the H.P. Lovecraft story, The Thing on the DoorstepSuitable Flesh stars Graham as Dr. Elizabeth Derby. She’s a psychiatrist who gets an unexpected visit from Judah Lewis’ Asa. Initially, she suspects he’s suffering from an extreme personality disorder, but the further she digs into his situation, the clearer it becomes that there’s something dark and supernatural at play.

While in Austin for Suitable Flesh’s Texas Premiere, Lynch visited the Collider Fantastic Fest 2023 interview studio to discuss his experience bringing this story to screen. He celebrated Crampton’s influence on the project as both star and producer, talked about working with an ensemble that’s always willing to give 100%, revisited how their “Fleshtival Tour” has gone thus far, and loads more! Hear it all straight from Lynch in the video at the top of this article or read our conversation in transcript form below.


PERRI NEMIROFF: I’m so excited to finally get to meet and talk to you in person, especially for Suitable Flesh. You have a trio of some of my favorite working actors in this movie doing some really fun stuff.

JOE LYNCH: I feel the same way! Believe me, it’s amazing to sit there and go, “They’re in my movie? And together? And doing that and that? And, oh, that?” Trust me, every day on set – and I’ve been blessed with having amazing actors in my films, but this one in particular, especially on the first day of filming because there is a particular scene that is a lovemaking scene. I don’t want to say it’s a sex scene. Our first day on set we had Heather Graham and Johnathon Schaech and Judah Lewis, and I’ve been a fan of theirs. I’ve worked with one of them, Jonathan in Creepshow, but I’d never worked with Heather and Judah before, and they were all in bed together. I’m not giving anything away, or am I? But to watch them all, even just sitting there practically naked talking about Truffaut was an absolute trip. And then I’m going, “I’m sorry, guys. We gotta go back to one and do this again.” Those are the sort of moments that you cherish on a set and you pray that it also translates on film because you’re sitting there going, “Is it hot in here?” And then you watch the footage and go, “Yes, in fact, it was hot in there for everyone involved.” But at the same time, making it so that everyone is comfortable and safe and having fun and everybody was in it, which is great, which is always helpful. But yeah, just having that cast there every day was a pure joy because they were very invested.

Yes, you need to be.

I’m gonna come back to that, but first, just in case anyone out there does not know what Suitable Flesh is about, can you give everyone a brief synopsis of your movie?

LYNCH: I’m the worst person to do that because I’ll take about 97 minutes to go through the whole thing, but I’ve gotten better with this! I knew that we were gonna talk and I knew that we had to have the encapsulated version.

Based on the H.P. Lovecraft story, The Thing on the DoorstepSuitable Flesh concerns a popular and very well-to-do psychologist, Elizabeth Derby, who one day meets a young man, a very troubled young man who comes into her office with an issue or two or four, and thus starts a descent into hell, madness, sexual identity, gender fluids, other fluids, and cosmic body swapping, a little bit of Cthulhu, and everything that you’d want out of a neo-erotica horror love story.

You were not kidding! You came in this room prepared for that.

LYNCH: That all came off the fucking top of my head.

As someone who has planned to a tee and can’t deviate, I am very impressed right now.

LYNCH: We’ve been doing this, the tour for the movie …

You premiered at Tribeca?

LYNCH: At Tribeca. We’ve been calling it the “Fleshtival Tour.” My marketing skills are on par. But having done this a few times, the reason why I wanted to make this movie was there is — and this is very indicative of this festival — there is nothing better than to watch a movie, and whether you want it to wash over you or not, but to watch a movie and then have a conversation. Not just, “Yeah, that rocked! Oh, that superhero ruled.” Just to be able to have a discussion, whether it’s the movie itself, whether the movie sparks a discussion about – honestly, there’s so many things about this movie that we specifically infused with gender identity and the female gaze, and why can’t women be sexy at a certain age, the fear of desire, the consequence of desire, sexual fluidity. All of these things were just things that I wanted to talk about outside of the Alamo afterward on other people’s movies, and lately, there’s been a drought of these kinds of movies and I wanted to bring them back into the discussion.

This is my first Fantastic Fest and this festival feels especially rich with content that sparks those kinds of conversations.

LYNCH: It’s been a moist festival.

Very moist.

LYNCH: Both outside and inside, I’d say.

Can confirm. I can think of a lot of other inappropriate terms to describe the films that I’ve seen here.

LYNCH: I’ve already broken the seal.

That is what Fantastic Fest is for.

LYNCH: Exactly.

Barbara Crampton in Suitable Flesh
Image via Shudder

I was reading that this script went through a little bit of an evolution, so can you pinpoint the thing that changed the most from draft one to finished film?

LYNCH: 100%. In getting the script from Barbara Crampton, and when you get a script from Barbara Crampton and you read that it’s from the writer of Re-Animator and From Beyond, and you see that it is an adaptation of H.P. Lovecraft, you perk up your ears. You don’t delete that email. At the time, I was starting to work with my writing partner, Becca [Howard], and when we started reading the script, she was in another country at the time because of the pandemic, and when we were going back and forth on it, we both emailed each other at the same time, hours apart, going, “What about this?”

If you know the original story, the original story it’s very male-skewed. It’s two male protagonists. And not that we wanted to – especially lately where most producers, writers have been like, “What if we gender swap this? What if it’s Lethal Weapon with chicks?” There has to be a point to it. It can’t just be grasping for a new demo or going, “We’re gonna be progressive!” There was something that [for] both of us when we thought about that idea, it created the spark that made me so excited to tell this movie. Not just the fact that it was kind of getting the baton from Stuart Gordon who was the original director on this. It wasn’t just the fact that I’d be able to work with Dennis [Paoli] and Barbara and Brian [Yuzna]. It was specifically, I wanna make this movie dangerous. I wanna make this movie because I myself am – I think all of us have been challenging our own sexual identity in the past couple of years, and I wanted to explore that. Once we came up with that idea, honestly, I thought Barbara and Dennis were gonna be like, “No, hard pass,” but we sent them an eight-page thesis paper on why we should go this route. Whether or not they liked it, that was kind of up to them.

But then Dennis came back three weeks later with a new draft immediately that evolved from there, but it wasn’t just that he changed the names from Edward to Elizabeth. He saw the potential of what you can do with a body swap movie in a Lovecraftian kind of form, but doing it in a way that felt fresh and different and, again, dangerous, too.

Yes, all the right keywords. And Barbara clearly liked it enough that she’s not just a producer on this film. She’s also a star.

LYNCH: She was not supposed to be in the movie up until the last moment.

I read that somewhere. I’m sure there are many other talented actors who could have crushed the role, but Barbara in that role is absolutely perfect.

LYNCH: When we were rewriting the script, I kept thinking this would be perfect for Barbara, but she said right from the jump, she’s like, “I just want to be behind the scenes. I wanna make sure everybody’s happy.” She’s the best producer on set. She’s making sure that everybody’s happy. She’s going to the grips going like, “Can I get you a water? Are you hungry?” She’s like the den mother for everybody on set, and it’s great because it adds a very positive vibe, but then she’s also got to act in it and I think she wanted to take a step back. Like when she was doing that movie, Glorious, she really liked being behind the scenes. It wasn’t until we had the draft right before we shot where I went, ready? “Babs, babe, come on.” It took a little convincing at first, but the second that she said, “Okay, fine,” I think she needed us to just goad her on a little bit, but the second that she said yes, everything codified, you know?

The dynamic between these two women, the thing that I was so focused on in terms of that relationship, because no matter what, whether it’s women or men, that relationship between Derby and Daniella, they need to feel like friends. So we came up with all these little things that they would do, like little catchphrases. The fact that their favorite movie was White Christmas, and there’s that song, “Sisters …” We even wrote that into the script at one point and then at the very end, they went, “We can’t afford that,” so we found another song. But there were all these little details to enhance their relationship that was beyond the page, that I always feel like sometimes when you write it into a script, it feels forced, whereas we made sure that Heather and Barbara were friends before they even stepped on set. What was great was that I also had a producer – Barbara – who was like, “We need to hang out! Let’s go for wine!” And I’m like, “Yes, you should. Go for wine and cheese.”

Barbara Crampton in Suitable Flesh
Image via Shudder

You calling her the on-set den mother feels so appropriate. Obviously I’ve never worked with her on a film, but even just being a member of the horror community, it feels like she has a very similar place in that space as well, where she makes everybody feel welcome. She treats everybody equally and she celebrates and uplifts everyone, and I’ll never stop appreciating that.

LYNCH: I think one of the smartest things that Barbara did was these wise words that a great poet, Bobcat Goldthwait, told me once, [which] was, “Whenever you don’t feel into it anymore, quit. If your heart’s not into it anymore, get out. Stop becoming bitter over the process because of opportunities not coming your way, because the creative process isn’t the way that you wanted to achieve.” And Barbara, for a time, said, “I’m done.” So she moved up north, and she cultivated a family, a beautiful family, and then it wasn’t until Adam Wingard called her up and said, “Hey, do you wanna do this?” And she had felt, at that point, that no one thought about her for these kind of roles anymore, and it was Simon [Barrett] and Adam who said, “We want you to be in You’re Next,” which, that’s a Fantastic Fest alumnus. And from there, I think she found the spark again.

The thing that I love about Barbara is that she is, yes, she is the den mother to all. She’s very smart in terms of the kind of projects she wants to be involved in. She doesn’t just jump on anything just to be relevant or just to have new photos for the next convention or whatever. She’s cultivating her acting career in a very smart way. But, the fact that she’s gotten behind the screens and become a producer and a very smart one at that, she has this pulse on the taste of where horror is going, and she uses it so well. Plus, she is just the nicest person on set/off set, and then she does the smile, and you can’t not love her. She is such a positive force, and it’s the kind of positive force that we need in the genre now more than ever.

That is why I always take an opportunity to put the spotlight on Barbara and how she influences projects and others.

LYNCH: I will say this, Barbara is having serious FOMO right now not being able to be here. We love you, Barbara. We support why you’re not here. It’s a shame, but at the same time, we did our Tribeca screening, which, again, the fact that we made Tribeca was just a huge thing for all of us because that kind of legitimizes you. And the fact that she was able to see it with all of our friends, and even Dennis showed up. But to see that hard labor pay off, she was thrilled.

Heather Graham in Suitable Flesh.
Image via Shudder

To continue celebrating your actors because your three leads are unstoppable in this movie, and it does feel like it’s the type of movie that demands that all three of them are willing to go 110% in order to make this story work. Do the three of them – Barbara, Heather, and Judah – have a shared quality that when you met them, or based on knowing Barbara, convinced you that they will go there and nothing will hold them back?

LYNCH: Yes, all three of them are absolutely fearless on set, 100%. We had a lot of scenes that would make any actor uncomfortable – sex scenes, violent scenes, blood, gore. But funny enough, it was the emotional moments. It was even just two people sitting in a room talking, which on paper, when you’re in production and you see three pages of dialogue with no action, a lot of times people go, “Oh, we’ll just bang through that,” but these are actors who don’t want to just bang through it. There’s other banging involved, you know, but when it comes to these moments, they took it very seriously, and they were trying things. And again, look, we were on a very short time frame, we had very little money to make this work, but the creative freedom was there to allow them to try shit. Considering that this is a movie about body swapping and all of the actors had to play different characters at some point, which was really exciting, we all got to figure out little tells, little details, things with hands, catchphrases. None of them would have done that if they weren’t, like you said, 100% committed. I mean, I would go so far as to say 157%.

I think that’s an accurate amount.

LYNCH: That’s a fair percentage. But they were very much in tune with each other, too. They were texting each other at night, going, “What if we tried this? What if that was a word? What if we use the word dandy?” I wrote that in. There’s a moment where “dandy” gets used, and in a way, it’s a bit of a tell for the audience to realize, “Oh, okay, I know exactly where everybody is.” But the biggest part, and I think this is something that is indicative of the time, is that both Heather and Barbara have been in films in the annals of cinema history that have required them to have nudity, to be in sex scenes, and Judah has not. That young boy became a man the first week on set. His 21st birthday was the scene in the basement where he had to do 32 pages in one day.

I’ve seen all of his work. This is definitely going into different territory for him.

LYNCH: And the fact that all three of them were completely simpatico when it came to making sure that everyone felt comfortable so that they could be able to try new things and do things that were a little more on the provocative side. Then it comes down to me to make sure that everyone feels safe and comfortable. I did storyboards basically showing them exactly where the camera was gonna be, which was unfortunate because it was either myself or my partner having to take snapshots of ourselves and then trace over them, and I’m going, “Oh, my butt looks terrible, but that’ll work!” But the more that you go in completely prepared so that they feel comfortable to explore, the better.

Judah Lewis in Suitable Flesh.
Image via Shudder

I’ll follow up on that because I love hearing about the unexpected movie magic that happens on set. Even when you plan, plan, plan, some of the unplanned stuff winds up being the best, so can you pinpoint a day on set when you veered from those storyboards and you found unexpected magic that was even better than what you had originally planned?

LYNCH: Yes! So there is a scene in the movie, there are two little scenes but we’ve bunched them together, and we call it – and I know you’ll get this immediately – The Smashening and The Stabbening.

I know exactly what you’re talking about!

LYNCH: So, The Smashening part was something that I had in my back pocket for 15 years. I’ve wanted to do that since I owned a Prius, and that’s all I’m gonna say. But hopefully, when you see the movie, you will never look at that again the same way, which is great.

I am shocked no one has done that. Maybe there’s something that I’ve missed, but …

LYNCH: Nope! I’ve been watching a lot of movies praying that that would never happen in a movie the way that we tried to do it.

Brilliant. Someone will copy you now.

LYNCH: Good! Then it will be a Joe Lynch homage. Sorry and you’re welcome. 10% to my agent.

But the second part of it, The Stabbening, that was also very directly storyboarded out and everything, but because we spent so much time on trying to get The Smashening part right, and we only had one night in that location, we had 30 minutes to get everything, all my hoity-toity Brian De Palma shots for The Stabbening part, and I realized, “I’m screwed. There’s no way that I can get any of what I need.” So, we set up the first shot, and it did not go well at all. Pro-tip for all you filmmakers out there, and I’ll say this again and again, when in doubt, have a watermelon in your car. Why? Because when you have someone who’s getting stabbed, if they’re just doing this [stabbing gesture], it looks like you’re masturbating a ghost. It’s just weird. But if you have something for them to stab into, it creates the friction that you need. It does create the illusion of stabbing into something, someone, so to speak, and I had to completely come up with brand-new shots because the sun was coming up.

And then we got back and when we were in the edit, my editor and I said, “What the hell are we gonna do with this?” I got kicked out of the booth, out of the room, because we were just not coming to terms with, “We have two angles. What the hell are we gonna do with this?” And then the editor came up with this thing that you saw that is this very weird, almost experimental way of showing this. It’s like [Lucio] Fulci meets Un Chien Andalou, and it was never planned that way, and that was because we had the necessity of, “We only have 30 minutes, we only have two shots, what can you do with that?” And that’s happened on every one of my films. You just run out of time, and you have to be as creative as possible in all forms to be able to make your day but also serve the story.

A+ sequence right there.

Heather Graham and Barbara Crampton in Suitable Flesh
Image via Shudder

I want to keep you here all day to talk about every sequence that I adore in this movie, but I’m not allowed to. To wrap up, you said you’ve seen a bunch of movies here at Fantastic Fest, and this is my first year here …

LYNCH: Wait. It is?

It is, which is wild to me. I’ve always wanted to come here, but this is finally the year.

LYNCH: Wait, hold on! This is my part. So Perri, how has your Fantastic Fest been?

My Fantastic Fest is phenomenal because it’s lived up to all my expectations, and it gives me the feeling that I’m home. I’m home with a whole bunch of genre lovers that not only want to go and see the movies themselves but support the other people in this community. So given that, can you pinpoint something you’ve seen in a movie that’s playing here that made you go, “Damn, that is something else and I can’t believe you pulled that off?”

LYNCH: Oh, I can name it right off the bat, and it was the opening night movie. It was The Toxic Avenger because that movie should have never happened. It felt dangerous. It felt like the movies that I loved as a kid that I wasn’t supposed to watch, or movies that just felt so offbeat. There was a term back in the day, kids, that they used, “offbeat,” whenever you’d talk about a Coen Brothers movie, because they were skewing differently and they didn’t give a shit whether or not you adhered to it. Eventually, you get to it. What Macon [Blair] did with that movie was so unparalleled to what I expected because, you know, I was very close with the project. I was up for it at one point. I was the Toxic Avenger at Troma at one point. I have receipts. So I went into it, I love Macon’s work, but I was also a little skeptical, and I walked out of that thing so happy because it beats to its own drum and movies don’t do that anymore.

If you think of movies like Freaked or SuperSuper Mario Bros. in a way, the old one, you know? There’s very few chances these days, especially with an IP like that, done on a studio level, that you have the resources to world-build. No one’s doing that right now, or not many movies, or not enough movies are doing that, and what Macon was able to do with the world-building, but at the same time still make it a Troma movie, that blew me the fuck away. Becca was with me that night and the whole time she’s just walking around going, “This is what Fantastic Fest is?” I’m like, “Yes, you are spoiled now.” But that is like the perfect introduction to the Fantastic Fest experience that I’ve had. Every single time I’ve come here, from 2007 with Wrong Turn 2 to Everly, and then this one, the evolution of it, it’s never lost its edge, and that’s why we come here, but also never lost its edge, and you still feel like you’re hanging out with all of your cool cousins on a Friday night, drinking beers and watching as many movies as possible.

Lynch is repped by Anonymous Content and attorney Rob Szymanski.