This article contains heavy Doctor Sleep spoilers.

Back in “the old days” of Hollywood, if characters needed to be represented on screen as they appeared when they were younger, younger actors would simply be brought in to fill those roles. Take The Godfather: Part II, for example, which allowed Robert De Niro to channel Marlon Brando and bring a young Vito Corleone to life. That’s just one of many examples, of course, but the advent of new technology in recent years has given filmmakers the option of taking a far different approach to restoring the youth of iconic actors or even resurrecting them entirely.

I’m of course talking about “digital de-aging” technology, which has in recent years turned back the hands of time for Arnold Schwarzenegger, Kurt Russell, Robert Downey Jr., Michael Douglas, Johnny Depp, Samuel L. Jackson, and even the child stars of Andy Muschietti’s IT. More controversially, digital technology allowed for the makers of Rogue One: A Star Wars Story to bring Peter Cushing back to life for one final performance, and upcoming movie Finding Jack is making waves with its plan to digitally resurrect the long-dead James Dean.

Even Robert De Niro, all these years later, is now playing a younger version of himself in Martin Scorsese’s The Irishman, digitally de-aged along with Al Pacino and Joe Pesci.

But there’s one recent Hollywood production that decided not to use new-fangled digital technology simply because it could: WB’s Doctor Sleep.

An adaptation of Stephen King’s same-titled novel that also serves as a sequel to Stanley Kubrick’s classic film adaptation of The Shining, Mike Flanagan‘s Doctor Sleep brings iconic characters like the Grady Twins, Dick Hallorann and the Torrance family back to the screen, each of them as they appeared in the 1980 film. But Flanagan and the team didn’t digitally resurrect the late Scatman Crothers, nor did they de-age Jack Nicholson and Shelley Duvall. Rather, the production employed old school movie magic to bring those characters back to life.

And the film makes a great case for avoiding unnecessary trips to the Uncanny Valley.

“When it came to the legacy characters for Doctor Sleep, we had robust discussions about all of the various ways to handle them,” Mike Flanagan explained to us in a chat this week. “I really didn’t want to go down the road of a digital actor – I wasn’t really interested in de-aging Nicholson or Duvall, and a digital Scatman Crothers seemed wildly inappropriate to me. It just felt wrong. That technology always pulls me out of movies, because I start scrutinizing the effect, and am no longer swept up in the story… I really didn’t want to go down that road.”

“Sooner or later it starts to feel like a video game, especially if I’m talking about a digital Danny Torrance on a big wheel five minutes into the movie,” Flanagan noted in a separate interview conducted by William Bibbiani for BD earlier this month.

Flanagan continued in our chat, “I settled on the idea that we needed new actors who reminded me of the legacy actors, but would still give their own performance. I wanted to be reminded of Shelly Duvall, but needed to make sure that we were casting Wendy Torrance as a character, and that this character needed to do things and go places that the original performer never had to.”

Enter Starry Eyes actress Alex Essoe, who pitch-perfectly fills the role of a young Wendy Torrance in Doctor Sleep. As Flanagan explained to us, it was Essoe who set the tone.

“The first person we cast under this philosophy was Alex Essoe. Her audition for Wendy was revelatory,” Flanagan told us. “She loves The Shining with a true passion, and seemed to be both channeling and homaging Shelly Duvall’s performance, while making it her own…that set the tone for everything else.”

Up next was veteran actor Carl Lumbly, brought in to fill the shoes of Scatman Crothers. Dick Hallorann was killed off in Kubrick’s version of The Shining, but he appears to Dan Torrance throughout Doctor Sleep as a sort of guiding light.

Flanagan recalled, “We cast Carl Lumbly next, also based on an audition. I was familiar with his work already, and knew him as a fine actor, but he also accomplished exactly what we were hoping – he would occasionally throw in a very Scatman moment, but otherwise was playing the part his way. It felt right – it became clearer and clearer that this was the way to go.”

While Ewan McGregor plays the adult Dan Torrance in Doctor Sleep, Flanagan also needed to cast a child actor to play young Danny Torrance for various flashback scenes that take us back to the character’s childhood. One key scene at the start of the movie revisits a moment from The Shining from Danny’s perspective while others take place after the events of the 1980 film, so simply re-using scenes from Kubrick’s masterpiece was out of the question.

“Young Danny Torrance was going to be our first character seen, and in a lot of ways would set the tone for the whole movie. This is where we’d show our cards to the audience,” Flanagan explained to us. “I wanted to try to recreate the tracking shot of Young Danny on the trike, stopping at room 237, as exactly as we possibly could… knowing that once he turned around, that would be the moment. We’d see a different kid, one who looked a lot like Danny Lloyd (we hoped), but who was also clearly someone else.”

He continued, “We auditioned a lot of young actors, trying to find someone who would remind us of Danny Lloyd, but then had to give a performance that was very much new. Roger Dale Floyd auditioned, and I loved his tape. His performance was heartbreaking. But more than any other character, he was going to set the tone. If the audience rejected Young Danny, they wouldn’t ever come back. This was rough because we knew right away that there’d be a pretty major change. Roger had brown eyes, and Danny Lloyd had brown eyes… but Ewan McGregor has blue eyes. And unless Danny’s eyes magically changed color, we’d need to introduce a blue-eyed Young Danny in his first scene.”

As for the many ghosts that fill out the Overlook Hotel, nearly all of the most memorable ones from Kubrick’s film made their way into Doctor Sleep – save for one notable exception.

“We had a blast finding our Mrs. Massey, our Grady twins, our Delbert Grady, our Horace Derwent… and yes, we discussed the man in the bear costume, but for the life of me I couldn’t think of where he could fit in our story without being a really strange distraction… he’s the embodiment of WTF, and I just couldn’t crack how to get him into this movie without knocking people out,” Flanagan admits.

And then there’s Jack Torrance, which Flanagan admits was the “most intimidating element” of all. How do you bring one of Jack Nicholson’s most iconic characters back to the screen…without Jack Nicholson? Well, Flanagan figured out a clever approach that allowed him to get creative with Jack’s appearance in the film, casting a highly unexpected actor.

“Nicholson is retired, and I had heard a rumor that Spielberg had reached out to him about Ready Player One. It brought me back to the initial problem – I really didn’t want to do a digital double,” Flanagan noted. “And if we were considering that for Jack, it would be completely inconsistent with our approach to Wendy, Hallorann, and Young Danny. So we had to be consistent, and live by the rules we’d made… which seemed like the right thing to do, more and more.”

Flanagan explained his moment of inspiration, “Henry Thomas is a dear friend, and one of my favorite people to work with. We’ve worked together on Ouija 2, Gerald’s Game and Hill House… he was one of the first names to pop into my head. We kicked around a pile of ideas, from huge movie stars to professional impersonators. It was a decision we took very seriously and agonized over for weeks, in constant communication with the studio.”

“It’s amazing how thin the acceptable width of the performance is, because you go one eyebrow raise too many, or one little inflection too much, and it’s a bad Nicholson impression.”

“Finally, it came down to the insistence that we were looking for someone to play Jack Torrance… not Jack Nicholson. And more than that – Stanley Kubrick had actually given us a gift in how he handled Delbert Grady in The Shining. Grady is just part of the staff, he’s just a waiter. He claims to have memory of his true identity. That was how I approached the scene in the script, knowing it would help us enormously. We did some mock-ups to show what Henry would look like in wardrobe, and decided to style him in a way that reminded us of Nicholson’s iconic look (consistent with how we approached the others.) We circulated that with the studio, slept on it, slept on it again, panicked, slept on it, panicked again, and finally I called Henry and asked him if he would do it. Then it was his turn to panic, and he had to sleep on it too.”

“Ultimately he called back and said, ‘You’re stepping into Kubrick’s shadow, so I might as well step into Jack’s, and we can live or die together at least.’ I was so relieved and grateful. He was stepping into a role that would be scrutinized like crazy, in a movie that would be scrutinized like crazy. I’m always grateful to have him in my corner, and to be in his. Henry is one of my favorite collaborators and I expect we’ll work together for a long, long time.”

Looking back now that the film is in wide release for all to see, Flanagan feels he made the right choice by bringing characters back the same way he did the Overlook: practically.

“There are a lot of discussions out there about the ethics of digital technology, in so much as it allows us to drastically alter or even resurrect an actor. The technology improves all the time, and we are learning we can do things that would have sounded impossible even a few years ago. The conversation about whether we should is an important one,” Flanagan believes.

“I feel very strongly that we made the right decision for this project. It was the most respectful way we could have proceeded. This movie was always fraught with insecurity, uncertainty, and second-guessing… but not about this. I don’t lose a moment of sleep looking back at these decisions,” Flanagan confidently asserted as we wrapped up our conversation.

You can reunite with the Torrance family, Dick Hallorann and the ghosts of the Overlook Hotel by going to see Doctor Sleep on the big screen, now playing in theaters everywhere.