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The idea for the new Israeli movie "Noodle" came during a Vipassana workshop in India. That isn't too surprising, considering that the film's creator, Ayelet Menahemi, is known just as much for her meditative mindset as for being a director. "I took part in a 30-day course," she explains. "You don't go there to think about ideas for screenplays. What you do is work very hard, intensively, to cleanse the soul. To push out thoughts and fears in order to reach a balanced calm. 'Noodle' ambushed me. It just suddenly landed on me after one week there and wrecked the course for me. I tried to go back to meditation, but it was always returning through the back door. At some point I gave in. It was crazy. I had the whole thing in my head: plot, dialogue, casting, the advertising poster, the theme song. When I left the course I had a complete film already."

Eight years passed from the time the course ended until Menahemi's vision became a reality. The production of the movie immediately drew attention in the local film industry. Menahemi, once considered the great promise of Israeli cinema, hadn't directed a feature film in 14 years, since "Sippurei Tel Aviv" ("Tel Aviv Stories"). During this time she concentrated on directing commercials and, thanks to Vipassana, underwent the most significant evolution of her life: from an unhappy young woman who experienced and documented the dark life of Tel Aviv in the 1980s, to a much more content and stable person.

"I had the film on the horizon," she says, describing its long gestation. "I wasn't interested in rushing the process. I had respect for time. It's so much like pregnancy. In the end it comes out. I'm always so impressed by directors like Woody Allen who splash out two films a year. I matured with the process. I look at early versions of the script and it was quite primitive. There are critics who will say that the script I wrote over the years with Shemi Zarhin is better than the movie."

The spirit of Vipassana, she says, also served her in the work on the film. "For 10 years I haven't been going to gala events, and so my closet is full of comfortable rather than beautiful clothes. There's a great relief in this. Freedom, liberation from having to be presentable. 'Noodle' is comfortable clothes, not beautiful ones," she offers by way of analogy. "I asked cinematographer Itzik Portal to shoot the whole movie with a handheld camera. To show what happens when there's less emphasis on how the movie looks."

The result is visible on the screen. The movie avoids even the smallest bit of prettification, but still manages to be very poignant. The most impressive shots are of the movie's heroines: without filters, without makeup, but with a bold, overflowing presence. It's clear that this is not the same Ayelet Menahemi who made "Orvim" ("Crows"). Nor is it the same Mili Avital of "Beyond the Sea." Avital plays the lead role of Miri Calderon, a twice-widowed flight attendant who is forced to care for the young son of her Chinese housekeeper when the latter suddenly vanishes.

It took Menahemi a long time before she decided to cast Avital. "At first I didn't want her," she says. "We went through all the good actresses in Israel, there were some amazing auditions, but still something was missing. I thought that Mili was too young and pretty. I didn't think that she could play a widowed flight attendant. I thought of her as somewhat artificial, American, flaky. I had this preconceived notion. The producers pressed me and I finally met her in a cafe and from the first moment I knew I'd found an angel. She said she was prepared to age 20 years, to gain 10 kilos, to look ugly. To be the total opposite of the Mili Avital everyone knows. When you're sitting across from her without the whole persona and makeup, you see a combination of a delicate soul and real emotional strength. It's always surprising when beautiful people turn out to be so smart."

How did you age her and make her uglier?

Menahemi: "She came up with the solution: padding that filled her out. That's how we enlarged her chest, widened her thighs, her butt, her stomach a little. Throughout the filming, she also strapped on these weights that made her gait heavier and more tired."

The choice of Avital at first hurt Anat Waxman's chances of getting the role of the heroine's older sister.

"I knew that they were very close friends and I didn't want a clique on the set. I wouldn't give her an audition. Until one day Mili told me about how once when she was in the hospital, Waxman, who was on her way to perform in a play, popped in and brought her two grilled cheese sandwiches that she'd made at home, and to her they were the most delicious thing in the world. She told me: 'That's Anat.' When she was abroad, Anat would send her a fax with recipes so Mili could cook for her boyfriend."

So how did Waxman get the part?

"I did meditation and it suddenly dawned on me that I was being an idiot. Those grilled cheese sandwiches dissolved all my resistance. Within two days, they were auditioning together and it was obvious that they were meant to play sisters. I discovered that the real Anat hides behind her sharp humor, the clowning, the extroversion and the curls. She hides things, too. Underneath all that are depths of pain."

You also hide a little, don't you?

"Basically, I'm pretty shy. But then, being a film director is a public thing. I put the things I want in my movies and plant myself within them. Show stories without risking exposure. There's a lot of me in all the characters in the movie. In the sad widow, in her cynical and prickly sister, in the nerdy brother-in-law, in the adventurous young man, and also in the little boy who's searching for his missing mother."

'Formative moment'

Ayelet Menahemi was born in 1963 in Tel Aviv, the eldest daughter of Ran, a real-estate developer, and Nili, a sculptor and dance teacher. She attended the Tichon Hadash high school and enrolled in the drama department at Beit Ariela. "There were some ordinary kids there and some stars from Thelma Yellin [High School of the Arts] - a group that was so good and so talented. It didn't take long for me to figure out that I didn't belong there. I couldn't meet my own standards. I realized that I'd feel much more comfortable behind the scenes and not onstage. It was a formative moment that led me to filmmaking. Not to stand out because of who you are, but to make something that you want to tell stand out."

At a summer arts camp in Jerusalem she met Boaz Turjeman. "We were like a fringe theater group, a cabaret group, and Boaz was the real artistic visionary. I was in charge of writing the music for the songs. The whole thing was very communal. We sewed the costumes together, we organized the shows. There was this feeling that we were all so artistic. When it came time for me to go to the army, I married him."

Did the establishment know what to do with you?

"At the time we were considered a new kind of Tel Aviv subculture. That was the time when punk rock was starting to take off. People said we were punk, even though we weren't. We started out in Frankfurt, where people recognized what we did as representative art, as cabaret. In Europe, they understood concepts like avant-garde and decadence. You could connect to a cultural line with a sense of beginning and middle, while here they didn't know what to make of us. They saw a few decorative studs in our clothes and a couple of holes in fishnet stockings and said, 'They're punk.' To us it seemed like the height of cheapness. As far as we were concerned, we were doing art. Boaz had something to say and he wasn't timid about it."

He's remembered more for being a Tel Aviv peacock and less for being an artist.

"He had strokes of genius, but people couldn't see it because of the provocation. And I, as usual, hid behind him. I didn't see myself as a part of all that. We were good friends; I really loved and admired him. He supplied me with a platform of complexity. To express yourself through the artistic statement, but to hide in a costume. I'm a person who feels very private, not completely sure of herself. That's why I prefer to hide."

There was an aura surrounding your group. You were perceived as the harbingers of fringe, as heroes of the 1980s.

"They gave us a punk label. People have to simplify things in order to protect themselves. Complexity is threatening."

And where were you in all this?

"I wasn't there. I was busy being an outsider. I was made-up, dressed up, scared. No one saw me there. I didn't see myself, either. That's how it starts. It's not that I did things I wasn't proud of, or that I didn't find channels through which to express myself, but I can't say that I really enjoyed it."

Underneath it all there were "depths of pain"?

"It was just misery and that's all. Complex, but without understanding or a way out. A sense of being stuck. A kind of monster that I was miserable about being. Most of the time I was trying to figure out why I was suffering so much, and what my problem was. Why I didn't feel good. When you're miserable you don't worry about your image and about the cliche that's been attached to you as a refugee from the '80s."

A representative film

Menahemi enrolled to study filmmaking at the Beit Zvi acting school. She became one of the stars of her class, and her films won prizes. In the course of her studies, she and classmates Gil Levenberg and Yoram Harari directed a short, experimental video that was very well received and subsequently screened as an opener before commercial films.

"At Beit Zvi we worked day and night," she recalls. "With the intensiveness of boot camp, of basic training. Nothing else interests you. Your whole life is the class. You work at a fever pitch, with this constant emotional intensity. You don't remember if you're suffering or not and it's reassuring. It was the first time I felt like I belonged to the group. I felt that I was doing what I like to do, on my own, and around me were lots of friends doing the same thing, without any pretense. It was a very refreshing and entertaining experience. You're in this school and the whole system is built to enable you to feel that you've found your calling. And as soon as you float for a little while with your head above water, after you couldn't see anything before, you're able to reflect a little and you can think about the script for 'Crows.'"

Your class was thought to hold great promise, yet today most of you are working at directing commercials. What happened?

"They called us the video-clip generation. And it was said with a lot of scorn. We were thought of as a class that put aesthetics before content. It was true, but it didn't deserve condemnation. We felt that we were a reaction to the ugliness of Israeli cinema and we wanted to make cinema that was especially beautiful. When we went out to the work market, it was just when the first Channel 2 broadcasts were starting."

"Crows" (1987), which was screened together with Nirit Yaron's "Yelda gadola" ("Big Girl"), was considered one of the representative films of the 1980s: It featured unusual and obsessive people, a filthy apartment, openly gay characters, suicide attempts, a loud prostitute - all amid surrealistic scenery, in a decadent environment that highlighted oddness and claustrophobia. "Forty-six minutes recording life on the fringes," wrote critic Michal Kapra. "Right on the verge of disgust. A secret philosophy of filth."

The film's success made Menahemi "the next big thing." Everyone wanted her, including Yehuda Barkan. The next film she directed, in 1991, was "Abba ganuv III" ("The Skipper III"). "Like a disciplined but mischievous student of Barkan, Menahemi threw a few flashes of irony at the big character of Chiko, the Skipper," wrote Irit Shamgar in Maariv.

Menahemi's next project was also a commercial success: She directed two segments (the third was directed by Nirit Yaron) of the film "Tel Aviv Stories. "In 'Tel Aviv Stories' I didn't hide behind someone else's ideology. There was equality there," she comments.

You don't sound that happy about your early work.

"My work before Vipassana was vague because it suffered from a lack of awareness. I had the feeling that I don't know what I want to say and that I just keep circling around my anguish. I got tired of it. The ideas came to me randomly and didn't coalesce into any kind of clear statement. I didn't know where they were coming from and so they were without depth. Stylishly appealing, but without any sense that I had control over them."

And your success didn't make the unhappiness go away?

"Professionally, I was okay. This was what I wanted to do and I received reinforcement that I was good at it. But my unhappiness didn't change. The same problems, the same complexes, the same mess. Finding your professional and artistic calling doesn't relieve you of your internal problems. It's nothing. It's completely separate. And now what do you do? More movies? I saw that I was an unhappy person and that I had gone through a lot of years this way, trying to grasp onto film as a handle that would keep me above water."

Did you look for help?

"In all the wrong places, and it just continued. When you're young and suffering and unhappy there's hope that you'll get older and it will pass. But when you're grown up and the unhappiness matures with you, it's a lot scarier. You look at your whole life and you ask - what now? You pass all of the deadlines you set for yourself or keep postponing them over and over and then you feel stupid. You don't even buy it yourself."

What exactly was bothering you?

"I really didn't like myself. I wasn't satisfied with myself. When you don't love yourself, you can't love others and you only try to run away from yourself. I always felt like an outsider. I yearned to belong. And when I was in a group, I felt like a stranger in it. I didn't have an answer to this feeling. I didn't know how to get out of it."

And then, in 1994, Menahemi made a decision: "At a certain point, I got fed up with it all. I decided to go and travel for an unlimited period of time. I wanted to make a break with everything. If I hadn't got up and left like I did, I don't know where I'd be today. In one black hole or another."

She headed for Asia. "I traveled for four months in China with a guy who just put on a backpack in the morning and started walking, an associative anthropologist, like a stream-of-consciousness trip. We decided not to take planes or boats, and we went all across China on trains, wagons and on foot. We continued on to Tibet and Nepal. I kept up the same principle when I went from there to India. Two weeks later I found myself in a Vipassana course, conducted according to the Goenka method. Then I returned to Israel and I found this Vipassana course that was organized by Alona Ariel. We hit it off and we started to work together. A month and a half later I was back in India and then we started on a project: to document all the Vipassana centers in the world - 12 countries, four continents. All in all, I was out of the country for three years and everyone had this idea that I'd fallen completely into Vipassana."

Given your tendency for totality, that's not hard to believe.

"I now measure the chronology of my life in terms of before Vipassana and after Vipassana. Since then I've been in the midst of a long process. Without what Vipassana gave me, I'd be dead."

Insights?

"Today I really know about happiness and unhappiness. I can figure it out in a second. I know what the true source of suffering is. All I've been dealing with in recent years is suffering. The moment you study it you take a position of distance and that's already a relief. Not that I don't suffer any more today, but it's suffering with understanding."

Beyond all the talk, though, what does it mean in terms of the day-to-day?

"To live a moral life. I can't be cynical anymore, or hurt anyone. Not to lie or cheat or kill or use drugs and alcohol. I discovered over the years that you can really live this way. That it even makes you be creative. If there are ants or roaches in the house and you can't kill them, you can't just crush them."

Menahemi shares this lifestyle with her husband Ziv. "His world is composed mainly of Vipassana. He feels comfortable and at peace with it. He passes his stability onto me. Our marriage gives me a lot of strength and confidence to deal with the duality and complexity of life. I'm always caught in a kind of struggle. Living in two worlds: cinema and Vipassana. When you live in two worlds you feel like an outsider. My energy is concentrated on bridging these different worlds. Vipassana and cinema don't always go together. The goal is to get along without giving up either of them. Vipassana is essential to my life and my happiness."

The new lifestyle has had an influence on her professional work. Menahemi continued to direct several documentary films with Ariel, such as "The Vipassana Wing," which depicted the use of the method to rehabilitate prisoners in Indian jails. She recently filmed a 10-day Vipassana course, the first ever tried in an Israeli jail: at Hermon Prison. Her documentary film "Zmani" ("It's About Time"), a fascinating hour-long piece, won the Wolgin Prize at the 2001 Jerusalem Film Festival.

"I came to see that creative work doesn't have to be egoistic. It can be an inspiration to other people," she says. "The work has to be good. I can't be nourished by films about sex and violence. It doesn't give me inspiration or soothe me. I understand that there are artists who operate out of dark depths and it frees them."

You weren't afraid that with all of this meditation you'd lose your creative engine?

"I can't tell you what a relief it's been for me. Suddenly, I had quiet. I calmed down, I stopped hating myself and being afraid. Since that course, the ideas haven't stopped flowing. If you're clean in spirit, your creative work is more pure."

Even after her discovery of Vipassana, Menahemi continued to make a living by directing television commercials. How does serving the capitalist gods fit in with the principles of Vipassana? "I set certain conditions," she explains. "I wouldn't agree to advertise things that, in my view, are clearly harmful. I won't advertise alcohol, I won't use sex or violence. I won't advertise meat because at certain levels, it encourages destruction."

How did people in the advertising world react?

"I wondered at first if they would accept it; they anyway thought I'd freaked out in India. How could I suddenly not do ads for ice cream with Irish cream, or an ad for a car using a girl in a skimpy outfit. But what amazed me was that the production company totally accepted it. They know that there are certain kinds of scripts that just don't fit me."

It sounds a bit sanctimonious. After all, the whole basis of advertising is the use of manipulation to hook the consumer.

"It's true that ads do work on manipulation, but it's a manipulation that everyone recognizes, so I have no problem with it. I don't feel that I'm hurting anyone. You can't condemn an entire industry just because there are some crude and sexist people in it."

Do you enjoy that kind of work?

"It really challenges me to come to places that are brimming with cynicism and ego and to see people's fears, the lack of confidence and the humanity. I love the work, especially when you have clients who put in all the money and then they're looked upon, with arrogance and scorn, as a nuisance that doesn't understand anything and just gets in the way of the work. It kills me. If Vipassana hadn't given me the strength and the tools to see the world as something challenging and human, I couldn't do commercials."

In recent years, Menahemi has found a new love: home movies. They brought her back to a kind of old-fashioned filmmaking that is more primitive and exciting. "You're not talking Super-8 here - these are serious, staged films, but there is total freedom to do what you want. You're not obligated to composition or authenticity. The point is to capture the moment. It's a different kind of beauty."

In one of these movies, Menahemi chose to get married, blurring the boundaries between reality and art. "Four years ago we couldn't decide on how to get married," she recounts. "Ziv would have been fine getting married in the backyard of a house in Holon next to the animal pen. And I, with my perfectionism, couldn't see myself doing it in any of the conventional ways. My little sister was about to get married. She's very cool, with this nonchalant style. She told us to go get married in a civil ceremony in the United States, and to film it and then we could screen it at her wedding and everyone would know that we'd gotten married. We decided to do it and even my parents didn't know about it."

The first wedding took place in Canada. "Our Vipassana teacher S.N. Goenka was there at the time. We met him and received his blessing four years ago. A week later we got married for a second time in a civil ceremony in Massachusetts, in the middle of a forest with six people in attendance. We filmed it and we started to work on the movie: a parody of action films, that turns into a spy movie with elements of futuristic gangster movies, that turns into a horror film and ends with a wedding. At my sister's wedding, we surprised everyone by screening the film."

And even your parents didn't know about it beforehand.

"My parents were actually okay with it. Other people were really upset, though. They said we hadn't respected the occasion within the conventional framework. And so we had to get married a fourth time: with a wedding planner and a hall. The moral of the story is: Go with the flow, keep the trauma to a minimum, and get on with life. You can't beat the system. Nor do you have to." W