William Friedkin gave one key piece of advice to ‘Insidious 3’ director Leigh Whannell

If there's one thing Leigh Whannell learned from William Friedkin about directing horror movies, it's this: you have to scare your actors for real.

Flash back to early 2014. Whannell has signed on to direct “Insidious: Chapter 3,” a prequel to 2010's “Insidious” and 2013's “Insidious: Chapter 2,” both helmed by his longtime creative partner James Wan. It's his directorial debut. He's anxious and looking for guidance, so he tweets at Friedkin asking for his advice.

Friedkin responds within just a few minutes. Friedkin invites him out to lunch.

“It was surreal,” says Whannell, chatting with reporters on the “Insidious: Chapter 3” set in Lake View Terrace, CA alongside cast members Dermot Mulroney, Stefanie Scott, Lin Shaye, Angus Sampson and producer James Blum. “He comes and he sits down.  I'd never met the guy.  And he barely said hello.  He was just like, 'First of all, you've got to scare your actors for real.  Every time somebody jumps in 'The Exorcist,' it's because I was just off camera firing a gun. Do you think I could've got [that] priest to jump like that when the phone rang?  No.  I shot a gun. …That's what you must do.'”

Whannell's mission was clear.

Stefanie Scott as Quinn Brenner

“I mentioned it to [first assistant director Dan Lazarovits]. I was like, 'I just want you to know…I'm going to have to have some guns.'  And he was like, 'No, you won't be doing that.'  And I'm like, 'Of course, I won't.  That would be stupid.'”

His “consolation prize”? An air horn. Which was used…well, at least once.

“I”ve definitely tried to create an atmosphere and get everyone into it,” says Whannell.

It's a strategy that certainly wasn't lost on his actors.

“One time I came in, and it literally happened — what Leigh was hoping all along — is that I'm just doing a scene about breakfast or getting the kids ready, and then behind me there's a guy sitting there that I'd never seen him, and he's in the full regalia of this demon, ready to go on to do his part,” says Mulroney, citing just one example of the spooky vibe Whannell created on set. “But he's lurking in the corner, and it's dark, and it's like really, really creepy.”

“[Leigh] just scares the crap out of me every day,” chimes in Scott, best known for her role on the popular Disney Channel sitcom “A.N.T. Farm.”

Echoes Shaye: “It's very gloomy.”

Dermot Mulroney as Sean Brenner

Speaking of Shaye, the series' third installment will function as something of an origin story for the actress's paranormal researcher Elise Rainier and her two sidekicks Specs (Whannell) and Tucker (Sampson), characters featured prominently in the first two films. The prequel approach allowed Whannell to bring Shaye's character, who died at the end of the first film, out of the Further (“You don't want morbid ghost Lin Shaye, you want full on, turbocharged Lin Shaye,” he says) and back into the world of the living whilst keeping a “connective tissue” to the first two movies. He also wanted to avoid the feeling of deja vu that may have come from having the Lamberts (played by Rose Byrne and Patrick Wilson) return for yet another round of supernatural mayhem.

“They'd been through so much with all this stuff that had gone on, and I think it would have been weird for the trailer to be, like, 'They”re back!  And they're being haunted!  Again!'” says Whannell, who goes on to add: “Haunted house movies are always built on this feeling of what's going on.  You know, if you put Rose Byrne and Patrick Wilson in this movie and the teacup moves, they”re like, 'Oh, shit, it's a ghost again.'  They're so knowledgeable by now that they could be experts themselves.”

In place of the Lamberts, “Chapter 3” introduces Sean and Quinn Brenner (Mulroney and Scott), a father and daughter who are tormented by a malevolent supernatural entity following the death of wife and mother Lillith (Ele Keats) from cancer. The loss experienced by the characters is quite literally given physical form with a demon named in the credits as The Man Who Can't Breathe — described by Whannell as “the living embodiment of cancer.” The spook in question is played by Michael Reid MacKay, the wiry actor who was also responsible for arguably the most terrifying moment in David Fincher's “Seven.”

“I actually said to [special effects makeup designers] Fracture Effects, I was like, 'You know the guy Sloth from 'Seven,' that he tied to the bed and kept him there for a year?'  And so that's who we got, that guy, Michael MacKay, the actual guy who was tied to the bed.  You know, he's a couple of years older now, but he's that guy.  And he just is so great in the role.”

I get to see MacKay in action during my visit to set. The scene currently filming is part of a chase sequence that sees Elise and Quinn, located inside the spiritual realm known as the “Further,” running down a foggy blue-lit corridor toward an orange-silhouetted elevator at the end. In hot pursuit: the Man Who Can't Breathe.

Clad in a dirty white hospital gown and with a gas mask affixed to his face, Mackay's breath comes loud and ragged as he walks toward camera, his intense eyes burning with rage and madness. As his prospective victims reach the open elevator and hurry inside, they watch helplessly as he descends upon them with outstretched arms — only to be saved at the very last minute by the closing elevator doors.

Lin Shaye as Elise Rainier

“You know [the movie is going to be] frightening when the [daily] rushes scare you,” Sampson tells us. “I think this will rip the audience out of their seats and throw them out of the back of the theater.  It's going to be great.”

Shaye predicts that the film will be scary in a different, perhaps more emotionally resonant, way than its predecessors.

“I think it will hit people in a very familiar place,” she says. “It's not like some just scary face or whatever. …It has a personal element to it that I think is really, really scary.  I mean, seriously scary.  It scares me in a different way.  I'm not so much scared — even though I loved obviously the demons in the first and the second films — but there's something about this that chills me in a whole other personal way and really kind of hits me in a very, [in] kind of a private way almost.”

All of that said, I'd venture that nothing that happens onscreen could be as scary as the filmmaking challenge here for Whannell, not only trying his hand at directing for the first time but doing it without the collaboration of his longtime creative partner, with whom he launched not only “Insidious” but the hugely successful “Saw” franchise. Though Wan — who parted ways with Whannell to direct the forthcoming mega-budget action sequel “Fast and Furious 7” — was around periodically to lend advice, Whannell admits he went through “almost like a grieving period” when he realized he would be tackling the third “Insidious” chapter all on his own.

“It was like we were together for so long we were a band, and now he's splitting off and doing a solo project, and I was like, oh, man, it was like a breakup,” he says. “I was like, what am I going to do without James, you know?  He'd sort of gone off to this other place.  And I sort of had to think about what I would do, you know, if I wasn't working with him.”

After waffling on the idea for awhile — Whannell specifically struggled with the concept of directing the third installment of a successful franchise (“not even 'The Godfather' made a decent 'Part 3,'” he cracked) — he ultimately gave in after deciding he would be an “idiot” not to do it. Still, he won't know if the experiment worked until opening weekend.

“The thing is, when you're talking to me right now, I still don't know if I've succeeded,” says Whannell. “If you ask me that question in ten months” time, I might be like, I failed.  But I'm trying my best to live up to what James did with the first two. …I do remember saying something like, 'I don't know if I want someone else to fuck this up.  I want to fuck it up.'”

“Insidious: Chapter 3” hits theaters on June 5.