Interview: Filmmaker Joe Lynch Discusses His Gender-Swapped Suitable Flesh, A Throwback Erotic Thriller Starring Heather Graham and Barbara Crampton

I’ve known filmmaker Joe Lynch for many years, but I think this marks the first time I’ve actually interviewed him (outside of a joint interview for the online sitcom Holliston, in which he acted and produced with fellow director Adam Green). We sat down for this extended conversation shortly after his latest film, the H.P. Lovecraft adaptation Suitable Flesh, played at Fantastic Fest in late September. It was refreshing to discuss the movie’s touchstones and the ways in which he updated the Lovecraft source story, “The Thing on the Doorstep,” including gender swapping the lead characters, and how the whole project stems from an un-filmed screenplay by Dennis Paoli, written by Lovecraft guru Stuart Gordon.

In addition to a handful of music videos directed throughout his career, Lynch helmed such genre works as Chillerama, Knights of Badassdom, Everly, Mayhem, and 2019’s Point Blank. In many of his more recent works, Lynch has taken known-quantity actors (like Steven Yuen in Mayhem and Salma Hayek in Everly) in new directions as performers. The same goes for Suitable Flesh lead Heather Graham, who plays psychiatrist Dr. Elizabeth Derby, who is being held for the alleged murder of a young patient (Judah Lewis), with whom she was also having an affair. But things aren’t always as they seem, something her best friend, Dr. Daniella Upton (Barbara Crampton), soon discovers as the film goes down the road of demon possession, gender identity, the sexual needs of middle-aged women, and other exciting avenues that move this horror film into erotic-thriller territory more often than I was expecting.

Suitable Flesh also feels like a film that sets up Lynch to do bigger and more adventurous works moving forward, assuming that’s what he wants. This movie is a landmark work that feels like a spiritual sequel to Gordon’s legendary Lovecraft retellings, and that’s a high watermark, no matter where Lynch goes from here. I had a great time sitting down with Lynch, so please enjoy our conversation…

Was the “erotic thriller” sub-genre that was so popular in the 1980s-90s in the back of your mind as you made this film, a kind of updating of that aesthetic, while also introducing the horror elements into it?

Wow, I’m glad that you found that in the narrative and style, because sex in cinema right now has been a little big conservative, right? With the ease of finding porn on the internet, it’s been basically eradicated and evolved out of cinema. And a lot of us grew up on those…a lot of people use the term “Skinamax.” There was that time where you could see the Marc Singer erotic thriller Body Chemistry, or Shannon Tweed films. What’s funny is that it was its own sub-genre for a good 20 years, before it evolved out of the genre. But there are two generations of two people who grew up with that aesthetic as what was sexy.

One of the things I wanted to do, whether people like it or not—because I’ve read some reviews that say the movie looks like a Skinamax movie—Lovecraft loves having narrators in his stories, recounting their points of view, and once we knew that we wanted to do the gender swap of the main characters—and that wasn’t as easy as going into the screenplay and changing all the names. We dug deeply into thematics, what gender identity was back then and today, all that. I knew that a major component of the story was going to be someone telling a story about their sexual fetishes and kinks and the obsessions they may have, whether it’s a younger male or somebody different in their life who may seem very humdrum or complacent. I talked about this with every department, especially my DP, and said I wanted it to look like and ’80-’90s erotic thriller, because that’s what the character would have found sexy. She grew up on those movies, and Heather was a part of that. She was a teen obsession who turned into an indie darling, but then in Boogie Nights, that borrowed from the language of all those films and turned it into a period piece. 

The point was, all of the Skinamax-ean tropes, like the color palette, were meant to look humdrum. But at the same time, we wanted to be true to what Stuart Gordon’s stylistic lexicon was and his language and fetishes were. Because of the parameters that we had, which were not a lot of time or money, what it did afford me was a lot of creative freedom. And if you could get away with the stuff we got away with in this movie, it afforded me the ability to take those swings, like doing a body-swap movie with a split screen, or I’m getting anamorphic lenses and we’re doing split diopters. As much as this film is about fetishes for certain people, this is me placating my own fetishes cinematically and sexually. A lot of the things in this film were things people on both sides of the camera were talking about. What is your sexual identity? What does turn you on? You have a character that’s not out for world domination or power. Our entity is horny and wants to try new things.

It wants a new, fun body to play with.

Which is so much scarier! Instead of the macro version of it, it’s a very micro version, where they are being very selfish and want to know what it’s like to have sex with a different orifice or genital. To me, that’s even creepier body horror.

I don’t know the original Lovecraft story. Were both doctors male in that?

Yeah, the doctors were both male, and Lovecraft was typically very male-skewed when he was writing. When I first got the script, it was the same one that Stuart was going to direct before he died. Barbara’s pitch to me was that she asked Stuart if there were any directors out there he wanted to do this, and he said “Joe Lynch.” And I was like, “Alright, in the list that you sent him and you crossed them all out, I was what was left.” I had a lot of conversations with Stuart over the years, and we became friends, but it was a lot of responsibility to get that call and even be considered for that. But when I read it, immediately I said “I’ve seen this story before; I’ve seen this point of view before. What’s going to make this exciting for me?” because I have not done a straight horror movie in a long time; I may not have ever made a straight horror movie.

But after doing Point Blank, which was pure action, I wanted to get back to horror, but I wanted to do it for the right reasons. And the second that my writing partner and I decided to switch the genders, it changed everything. Everything got more exciting, more dangerous, more sexy, and then it was “Can we get away with the women being older?” Hell, Michael Douglas could get away with this in 1985, so why can’t someone in their 50s get away with this, and she just happens to be female? Everyone shook their heads and said there was no reason why.

The fact that it’s an older woman with a 20-something guy is going to bother some people.

Good. Absolutely fucking good, because it seems totally fine when it’s the other way. But when it becomes a woman finding a younger male attractive, it shouldn’t be a taboo. Our point is, if it is a taboo and it’s pushing your buttons, good. Take that as a mirror reflection of your own sexual proclivities and question yourself. If we’ve done our jobs right, people will go on a hell of a ride, but they’ll also be able to sit there and ask, “How do I feel about same-sex marriages or gender identity, or batting on the other team?” We’re in a society today where sexual fluidity is becoming more the norm, which is great, but I think the arts need to evolve to that as well.

Barbara Crampton is a producer on this and she brought you the script. It doesn’t hurt that she’s the queen of Lovecraft, and you have her in this movie.

Again, when you get an email from Barbara Crampton telling you she has this script, it’s H.P. Lovecraft, it’s this story, it was Stuart’s, he asked for you, what do you think? don’t think; you say yes. But I also was hesitant because I didn’t want to make a movie that felt familiar, and the first thing I thought of when I was doing my notes to send back about the gender swap, my writing partner and I thought there was a good chance they would say no to this, for one reason or another. And in the back of my head, I wondered, “What would Stuart do?” And the Stuart I grew up with, who was the provocateur from Re-Animator and From Beyond, he would have said “What if…” and “Why not? Let’s go for it.” And we sent in our eight-page thesis on why we should switch genders, thinking they were going to say no, but they came back three weeks later and Dennis has really cracked the code on where we needed to take it. From there, it evolved further, and once we got to casting, it blew up from there.

This is one of the meatiest roles I’ve seen her take on since she’s come back into the acting fold with a vengeance.

The Cramptonissance?

The scenes that pulled me in the most are the ones where she and Heather are sitting on the floor of that cell, just talking. Two professionals, comparing notes, but also friends. They sell that so hard.

I can’t tell you, I’m so glad your brought that up, because for all of the crazy shit that happens in this movie, my favorite parts are where it’s two friends confiding in each other. It’s in the short story, but when you have a film that has to be economical when it comes to storytelling, I needed to be sure we established the relationship between these two people. Context-wise, Barbara was not supposed to be in this movie; she just wanted to be the producer on it. And it wasn’t until we delivered my final director’s pass of the screenplay, she said, “Fuck it, why not?” We had been floating that idea, but once she saw what we were doing with it, and that Dr. Derby is not just an avatar for exposition; there’s a lot more to her than that. And we started infusing little details that would normally be thrown away—their hand gestures, the little phrases they have that keep coming up, things that friends have.

Knowing that we didn’t have a lot of time, having a moment like those two sitting on the floor of the padded cell, that happened organically because I saw those two people, who had quickly become friends and not just creative collaborators, sitting there on the ground talking, and I realized that was the scene. That would have never happened if Barbara and Heather didn’t put the work into becoming friends organically and letting it happen. That’s happened a lot on my sets, where I’ll take the people like Steven Yuen and Samara Weaving and throw them into a scene together, and because they’ve been in the shit for three weeks, out comes an entirely new scene with them talking about their favorite bands. Would have never happened if the chemistry on the set wasn’t there, and that was fostered by Barbara. She was the one who fought for Heather before anyone else.

I was going to ask if Heather was in any way hesitant to do this.

It’s funny, I was more hesitant because I knew no matter who we had, we needed someone who was going to fully commit to multiple roles, the nudity—and we were pulling back a lot on that because I think less is more, I didn’t want it to be explicit. I flipped the switch on this movie—Johnathon Schaech is shirtless the whole time; Judah is barely clothed for the entire film. If this were a film noir, both the femme fatale and the doting wife would both be in their brassieres the whole time, so why can’t the guys be that way. But with Heather, when I explained that thematic swap, she immediately saw it, and it took us 20 minutes on a Zoom call to say “I’m in.” Honestly, I didn’t know if she’d want to go down that path.

The other thing is, she hadn’t done a lot of genre stuff in the horror realm, but that made it an exciting challenge. I’d love to see Heather do something like that. Also, people forget, Heather can do serious stuff, but people love her when she goes kind of crazy. I knew that I would have both sides of the coin: the very serious professor/psychiatrist version of that character, but when the entity is inside of her and she gets unleashed, I knew I would have someone who would want to play on set and do things we’d never be able to write on the page, that we would come up with on the day, those little moments that you can’t capture unless you know an actor feels comfortable to unleash. And there are moments where, like when she smokes a cigarette and looks like Rita Heyworth at points, that wasn’t in the script. But there are moments when she can go a little crazy, and she takes it. It was a sight to behold.

The concept of that intersection between the supernatural and mental illness being out-of-body experiences. The fact that, in this story, Heather’s character wrote a book about that, I loved that. Was that something that interested you, exploring that? People seem to accept out-of-body experiences, even in a hypnotic state.

It’s because when you take out the supernatural element, people just want answers. Once you take out acts of God or demons from below, they want answers to out-of-body experiences, personality disorders, multiple personalities. When you bring science into it. people want the comfort of a conclusion. The supernatural never gives you that conclusion, at least the kinds that are conducive to good storytelling.

“It can’t be explained.”

Exactly. And you know what? That sounds great on the poster or trailer. That’s an easy way to answer that situation: “It’s supernatural. Some things just can’t be explained.” But we wanted to make sure, when you deal with science—which is something that Stuart was always fascinated with—and the paranormal and mess with the dichotomy of the two and how those two converge, that was always exciting to me.

There were things that Stuart would do, especially in Re-animator, when he was coming up with things like the laser drill—I thought that was real—he makes you believe that there is a way to bring the dead back to life because the people who are in it are so committed. There’s so much conviction behind Herbert West that, yes, maybe 55cc’s is the way to go. As long as we could introduce the idea of people being out of body or people with personality disorders in the language of the movie, I mean, we’ve had people say that they don’t think there even is an entity. These people somehow hypnotized themselves into swapping bodies and that there was this entity, but there never was. To me, that’s the kind of perspective I want. I don’t everyone thinking it was all about this entity, 100 percent. No, if you can blur the line between fact and fiction in that sort of way, that is so gratifying.

All of that being said, you also don’t skimp on the blood and guts. I was more grossed out by the still shots of the kid’s dead body all mushed up than anything else.

Yeah, people on the crew were really disturbed by that; that was shot on our last two days. Judah, who’s usually very chill about everything, like being in his underwear, even he was unnerved by people walking by and going “Uuuuh!” When it came to the gore and other shocking moments, if you look at Re-animator and other things that Stuart has done, they think their total splatter-fests, and there are long stretches where nothing like that happens, so that when the dead cat comes into play or when Dr. Pretorius comes out of the other dimension and starts to fuck with them, they matter because you’re not beating the audience down with sensory overload.

Having that one scene in the middle and another toward the end, where all hell breaks loose, I wanted the audience to earn it. It’ll hurt more. If they’re hit over the head with this from the beginning, then the ending is going to be boring to them.

Did you feel like there was a line as far as that goes, and then you just jumped over it?

I’m the first person to know where that line is and step one toe right over it . If we’re going to make another movie in this universe, it does have to deliver certain things. And I do think there are moments in the movie that harken back to what Stuart was doing. You’re going to push the extremes of gore and violence and sexuality that will test the audience’s limits a little bit. It’s not Evil Dead 2, but if it feels like the same home where Stuart was, that’s a fitting tribute.

Best of luck, Joe. It’s good to see you again.

Thank you so much for watching the movie.

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Steve Prokopy

Steve Prokopy is chief film critic for the Chicago-based arts outlet Third Coast Review. For nearly 20 years, he was the Chicago editor for Ain’t It Cool News, where he contributed film reviews and filmmaker/actor interviews under the name “Capone.” Currently, he’s a frequent contributor at /Film ( and Backstory Magazine. He is also the public relations director for Chicago's independently owned Music Box Theatre, and holds the position of Vice President for the Chicago Film Critics Association. In addition, he is a programmer for the Chicago Critics Film Festival, which has been one of the city's most anticipated festivals since 2013.