Actors Jim Rash and Nat Faxon wowed us with their Academy Award-winning screenplay for “The Descendants” in 2012. Now they’re poised to enthrall us again with their follow up: the summer coming-of-age flick “The Way, Way Back,” a passion project that they’ve been developing for years. Not only do they make their co-directorial debut with this film, but they co-write, co-produce, and co-star in it as well.

“The Way, Way Back” focuses on Duncan (Liam James), a shy teenager forced on vacation with with his mom (Toni Collette), her mean boyfriend Trent (Steve Carell), and Trent’s daughter Steph (Zoe Levin). At first, Duncan is miserable because the adults ignore him and Steph ditches him. Everything changes though after he meets Sam Rockwell’s Owen, the wise-cracking manager at Water Wizz, a local waterpark. Owen gives Duncan a crash course in cool and much-needed mentorship to help completely turn the young man’s summer around.

I sat down with the pair recently for a roundtable interview, where we discussed why they chose Massachusetts for their setting, how the project developed, what influences from their own adolescence made it into the film, and why their time in prep school prepared them for show business. Below are highlights from our conversation.

Q: The original script, was it always based in Massachusetts?

Jim Rash: No, the very first draft actually took place in North Carolina, where I’m from. However, the reason we ended up shooting in Marshfield was all because of Steve Carell. Because we originally, we knew we wanted East Coast, so when he came aboard, basically he passed the first time, because while he loved it, he spends his summers in Marshfield with his family. Unless he becomes a Trent to his own family, he was like ‘I can’t do it.’ So we went back to him and said ‘What if we shot here in Marshfield, in your own backyard, sort of?’ And it all worked out, so we were also not trying to; we didn’t avoid signs, obviously it says ‘East Wareham’ on the Water Wizz thing. But we also wanted to have, not sort of dictate where it was, because we wanted it to feel like a destination vacation where people all sort of congregate in a certain place, who are all coming from different areas.

Q: The film was in development for a while. Could you guys explain a little bit about how it got off the ground?

Nat Faxon: We wrote it eight years ago and we came out of the gates very fast actually. It came into the hands of Shawn Levy who was going to direct it before ‘Night at the Museum 2’ and had a short window. And then unfortunately, schedules, the stars didn’t align and things basically fell apart. Then we went over to Mandate and were going to do it there with several different directors that were sort of circling I guess. And then the economic downturn sort of took the wind out of our sails at that point. And then so finally, after waiting, to sort of get the script back in our hands, we, you know, started about three years ago to start over. We kind of hit the reset button and at that point was when we decided that we wanted to try directing it ourselves and we used the momentum that we had from ‘The Descendants’ to put it together. We paired with our producer Kevin Walsh and really just kind of, started to put the pieces together. And with cast and financing, over about a year and half, slowly but surely, we put all the pieces in place. That was the evolution, in a jumbled way. (Looking at Rash) was that okay?

JR: Yeah, I learned some things.

Q: I read that the opening scene where Duncan is getting a lecture from Trent is based on your own experience (Jim). What other parts of your experience did you bring to Duncan? And Nat, how much of Duncan is reflected in your experience as well?

JR: Uh, yes. The first scene happened to me when I was about 14, with my stepfather at the time. I was from North Carolina and we would drive up to Michigan. And I think that happened our second year going up to Lake Charlevoix. So we did start with that sort of idea, but obviously coupled with our love of water parks and growing up on the East Coast. I certainly understand Duncan at that moment, ya know? After that moment things probably spun into more fiction than autobiographical at that point from my own life. But we certainly always draw, all of our characters have at least attachments to idea of people we might know in our lives or had in our lives. So I think there are lots of little personal things along the way. My mom was certainly a similar place to where Toni (Collette) was when that happened to me, except that was my stepfather instead of her boyfriend.

NF: Nothing specifically that I could pinpoint.

JR: You were tiny.

NF: I was small, yes. I was a late bloomer, and I did have an older cousin that was certainly similar to Owen in the movie, in the sense of someone who was mentoring me and showing me the way. I certainly remember the summer where I made the transition from little cousin to actual friend. That I could pal around with him and his friends, and be included in more adult things. So I think Jim’s right. We are all naturally pulling from our own lives and maybe in obvious and exact ways such as that first story, or also in subtler ways like just our childhood, our growing up, the people who surrounded us.

Q: I also read that both of you went to prep school. As someone who went myself (to Canterbury School), I’m curious, did any of that inspire your creative work? Or did it prepare you for the rigors of show business?

NF: Yes, I certainly did a lot of theater at school, and I think it certainly helped shape my future in a sense, of wanting to pursue that. I then went on to Hamilton College and was a theater major. A lot of that was fostered at Holderness, where I went. Certainly it was a very wonderful school and very conducive to sort of allowing you to show your personality and have your own voice. I think those were things that sort of carried me forward from there.

JR: For me I went to school in North Carolina, but then I really wanted to go to Chapel Hill, and my grades weren’t great, so they suggested, which is what led me to a postgraduate year at a prep school in Lawrenceville. And I absolutely know that’s where I learned to write. The beginning you know, I didn’t become a master by any means, but it was the first time I felt like someone had at least sort of or at least I had my ears finally opened to understand about writing. And I think that’s because obviously the curriculum is mostly, is all essay. And it was sitting around in small classrooms at a table, and you couldn’t hide behind a row, and you were sort of always participating. I had teachers there that could combine a history lesson using facts like a textbook, but then we also read fiction that sort of talked about that time as well. And it just sort of helped my brain, because I think I was sort of much better at creative writing than I was at writing term papers. That helped me to understand things a little bit more, and I felt like that nurtured there, that one-on-one. A lot of things. It was only a year though, so I got what I could get. 

Q: Thanks guys.

JR and NF: Thank you.

“The Way Way Back” arrives in theaters, July 5. Click here to see what I thought of this fantastic film when I saw it at IFFBoston.