Katie Holmes talks about directing her first movie and trying to 'not panic'

Katie Holmes has gone through many phases in her career. We first fell for her as the pretty girl next door on the late-'90s series "Dawson's Creek." Then she suddenly became one of the most recognized faces in the world thanks to her marriage to Tom Cruise in the early 2000s (they divorced in 2012). Now she's forging a new chapter as a filmmaker.

After two short films - a 2014 AOL original on women who inspire her and the 2015 ESPN "30 for 30" "Eternal Princess" on Olympic gymnast Nadia Comaneci - Holmes, 37, has made an impressive feature debut with "All We Had" (opening in theaters and on VOD on Friday). Based on the Annie Weatherwax novel of the same name, it stars Holmes as Rita, a down-and-out mom who leaves the man she's with to start a new life with her daughter, Ruthie (Stefania LaVie Owen). 

Business Insider talked to Holmes about the challenges of making her first feature film, if she has any regrets about walking away from the Christopher Nolan-directed Batman franchise, and why she dedicated "All We Had" to her daughter, Suri.

Jason Guerrasio: When did you catch the directing bug?

Katie Holmes: I think it was around the time of doing those shorts. [Producer] Christine Vachon, I had a meeting with her, and she mentioned the short, this AOL short, and asked if I wanted to do one. Once I had an idea of what to do and how to do it and actually did it, I was like, "Oh, I can do that. That wasn't so bad." And then the next step was the "30 for 30," and again that boosted my confidence enough to decide I'm going to do a feature narrative. And I was supported by my agency, and [producer] Jane Rosenthal has been an exceptional friend, and she produced "All We Had," she encouraged me to do the "30 for 30." So it was having people around me saying, "Go for it." So here I am.

Guerrasio: When reading "All We Had," did you get caught up with the story and characters or were you trying to figure out if this was a story you could direct?

Holmes: Well, when I read scripts and when I read books, it's more of an emotional response and I was really drawn to these characters. The book was written from Ruthie's perspective and I felt that there was a beautiful story to be told and one that was valuable and also one that was a size that I could do as my first.

Guerrasio: It was a story where you didn't feel you'd be overwhelmed.

Holmes: Right. It didn't have a lot of locations. And I felt I really wanted to play Rita because she's a person that is often judged and overlooked and I felt she was really strong and resilient and kind of funny and she really loves that little girl and I felt it was nice to celebrate that.

Guerrasio: Did you have to star in the movie to get the financing to make it, or would it have been possible if you were just behind the camera?

Holmes: I don't know because I always wanted to play her. I never even thought about it.

Guerrasio: So was it hard directing and acting? Did you need someone you could turn to so when you were through acting in a scene you could figure out how it looked?

Holmes: It was a process. You go in thinking you have to do this all by yourself, and what I learned was no, when you hire great people, they do so much for you. I started working on how I would direct this a year before we started shooting and I was prepping, acting, and directing sort of at the same time. I knew that I didn't want to hold people up on set. I didn't want it to be all about how did I do, I had to be giving to the other actors. So I kind of involved everyone in my acting and directing prep before the traditional four-week prep. I had my cinematographer, Brett Pawlak, and my production designer, Michael Fitzgerald, and my wardrobe designer, Brenda Abbandandolo, they were my key teammates. We were constantly watching movies, sending photos that inspired us, shooting certain test footage, so by the time I got to location scouting, we were all very clear about the story we were trying to tell, so the decisions came from a very grounded place and a place of clam and not panic.   

Guerrasio: So you wanted to be a well-oiled machine by the time you got to production.

Holmes: Right. And we didn't have the time to watch playback all the time so I depended on my team, and Jane was there and was whispering in my ear, "Do that again," or "You got it." Then it was really fun because you trust everybody. There was even a point where I grabbed the camera and shot a scene.

Guerrasio: You've worked with so many directors. Was there one you emulated the most?

Holmes: Working on "Pieces of April" with Peter Hedges at a young age was really very powerful. It was a different kind of work. We shot that in 10 days and Peter was right there with us, right next to the camera. It was very grounded and I really liked working that way. I liked the way he directed us. And also Simon McBurney on "All My Sons" on Broadway - we had an eight-week rehearsal period and I really enjoyed the way that he prepared us to go onstage. It was different than anything I've done and it was a different way of being directed, so I tried to take my different experiences of these directors and give those to my actors.

Guerrasio: When you are on the set just to act - for example you recently did Steven Soderbergh's "Logan Lucky" - do you see it with different eyes having now directed? Would you watch Soderbergh to see how he did things?

Holmes: Steven is so generous and when I sat down to meet him for "Logan Lucky" he answered so many questions about directing, so when I was on set I tried not to bug him too much. [Laughs] "Why did you put the camera there?" But he was very open to my questions and definitely being on his set was really thrilling because he's such a master. I was paying attention to where he had the camera and his shots. I was blown away.

Guerrasio: You starred in "Batman Begins," which kind of predated the onslaught of comic-book movies we have now. Does that kind of movie interest you to direct? Would you want to direct something of that size one day?

Holmes: I think that I'm always open to any kind of project. It would be something that I would really have to work very hard to understand how to make something of that size. I remember when we were doing "Batman Begins" and to watch Chris Nolan go from "Memento" to "Batman" and take that leap from such a smaller size to a big movie, that's inspiring. But those movies are their own type of art and you have to really understand it and really know that world and I would have to take a long time to figure that out. [Laughs] Because my brain doesn't naturally go there.

Guerrasio: Any regrets not continuing with the Rachel Dawes character in the Batman franchise?

Holmes: You know, I really enjoyed working on the first one and I wish I could have worked with Chris Nolan again and I hope to work with him again. It was a decision that I made at that time and it was right for me at that moment, so I don't have any regrets. I think that Maggie did a wonderful job. But I really hope that I get to work with Chris some day.

Guerrasio: Any role that you've gone after and didn't get that still sticks with you?

Holmes: Burns! That really burns you?

Guerrasio: Yeah.

Holmes: [Laugh] Every role that you don't get burns you for a while. I'm not going to lie. Because you want it. But over time you sort of realize, okay, whatever. You get over it. There's not one that sticks out, no. And I think now I'm just excited to continue directing and find stories that inspire me and bring those to the screen.

Guerrasio: You're going to direct an episode of "The Kennedys: After Camelot," in which you also play Jacqueline Kennedy. What about beyond that?

Holmes: I optioned a book called "Rare Objects" by Kathleen Tessaro and I'm adapting it right now. It takes place in the 1930s and it's about two women and that's what I'm working on right now to direct.

Guerrasio: Are you doing the screenwriting adaptation yourself?

Holmes: For now I am.

Guerrasio: At the end of "All We Had," you give a special thanks to your daughter with the words, "Dreams come true." What did you mean by that?

Holmes: She's my daughter, she's very, very special to me, and this project took a lot of time and because it's my first feature I wanted her to know that she's so special to me. I thought that as she gets old that will mean more to her, that she's always the most important, and I wanted to give her a special thanks because she means everything to me.