This story originally appeared during the Telluride Film Festival. Mike Leigh’s Happy-Go-Lucky opens in theaters today.

Mike Leigh’s Happy-Go-Lucky begins as a leisurely yet engaging character study, seemingly unconcerned with a traditional conflict/resolution narrative. Sally Hawkins’ performance as Poppy, a bubbly, sarcastic, and endearing elementary school teacher is a delight to watch. An hour into the film, I pleasantly resigned myself to enjoying it as a disconnected series of episodes. This could have been annoying, if not for the stellar performance by Hawkins. Her comedy and breezy demeanor nearly covers Poppy’s immaturity and apparent fear of commitment, while still giving us a glimpse that something more lurks beneath all the giggles and quips.

The character is so delightful, in fact, it almost comes as a surprise when conflict eventually erupts between her and her driving instructor Scott, played by Eddie Marsan. It’s a marvel that the animosity between these two characters, and the eventual resolution, is so well-rendered, considering how late it appears in the film. This is by no means sloppy filmmaking on the part of Leigh. On the contrary, he has perfected a sort of inverse method of story telling. Whereas normally we are dumped into a narrative-in-progress and bombarded by exposition to let us know who the characters are supposed to be, Leigh takes his time, building his characters first, then letting the drama follow.

When I asked him if the conflict between Poppy and Scott was part of the initial concept of the film, he said, “No…you explore and develop, and out of it comes the drama. It can’t be there at the beginning because you have to have the characters there before you have the drama.”

Leigh’s unique way of working becomes apparent as we live with the characters on screen. Rather than starting with a script, he creates a rough outline. The dialog and the characters are developed with the actors. “I gathered together talented actors and collaborated with them to create characters and bring the whole world of the film into existence through a very long creative process that lasted months. And you know my job is to guide all of that so that I can draw from it and build as we go along.”

As mentioned, Poppy is a chipper if somewhat immature single woman. Encouraged by her longtime roommate, she decides it’s time to learn to drive. This reveals her penchant for procrastination, given that she’s thirty years old. Scott, the driving instructor, is her polar opposite in every way. If Poppy is the living embodiment of good-natured chaos, Scott embodies a bitter adherence to order. Even while their squabbles seem purely comic, it’s clear that these characters are different at the very core.

Leigh makes sure that the actors’ knowledge of the film matches their characters knowledge of the film. “The simple principle is this: They only know what their characters would know. They are liberated to see the film from their character’s point of view. They aren’t inhibited or distracted by an overview of the film. Apart from anything else, what you have to remember is my way of making films is that their journey of exploration…is my journey too. So it’s not as if I start with an absolutely clear fixed set of ideas about exactly what the film is going to be and then just carry it out. I really embark on a journey with everybody to discover the movie. … It’s about creating a space for the actor to be completely creative and to collaborate with me on creating the characters. And because each actor only sees the world of the film from his or her character’s point of view, then it means that it can be totally truthful.”