Steven Spielberg Broke Down in Tears Seeing Paul Dano and Michelle Williams as His Parents in ‘The Fabelmans’

Steven Spielberg reportedly spent decades developing the idea for the film that would become The Fabelmans. Now that the autobiographical film, which is based on Spielberg’s youth, is nominated for seven Academy Awards, Spielberg is dropping more details about the making of the film, including one incredibly emotional day on the set when he first saw Michelle Williams and Paul Dano in costume as his parents.

Speaking to Stephen Colbert on The Late Show, Spielberg discussed the process of making the film about a young man with a passion for film-making who deals with the ups and downs of his family life, including his parents’ eventual divorce.

“It’s a daring thing to look at your own life, I think, if you can do it honestly,” Colbert told Spielberg. “Is there any point where you said this might be a mistake?”

“Yes,” Spielberg said unequivocally, stating that he had many doubts about making a movie that centered on his discovery of his mother’s “affair of the heart” with his father’s best friend. The director said he had “a lot of second thoughts about that.”

But Spielberg worked with screenwriter Tony Kushner to write the movie that told the story honestly, and the end result is a heart-wrenching look at a child’s discovery that his parents’ marriage wasn’t perfect.

“What was it like to step onto the set for the first day with Paul Dano and Michelle Williams?” Colbert asked.

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“I thought it was just gonna be routine,” Spielberg said. “I’ve done it a million times. I know what a first day of shooting is like.

“It was very routine but I had never seen them together, I had only seen Michelle in her costume… I saw them always separate… But the first day of shooting, [costume designer] Mark Bridges came over to me and said, ‘I’ve got Paul and Michelle here in their hair and makeup and costumes,’” Spielberg said, adding that when he turned around to look at them, he “burst into tears.”

“I didn’t even think about it, it just happened,” he said. “Michelle ran to me, hugged me, Paul came around the back of me — he’s really tall — hugged me around the shoulders and just held me.”

Spielberg said that he told his cast that writing the script with Kushner was a cathartic process and they didn’t have to worry about his emotions while on set, but in reality, “it wasn’t to be.”

The film’s Oscar nominations include one for Best Picture, a Best Actress nod for Williams for her performance as Mitzi Fabelman and a Best Director nomination for Spielberg.

Watch Spielberg’s Late Show interview in the video above.