On Friday, as thousands of fans flocked to midnight showings of “Star Wars: The Rise of Skywalker” — the final installment of the franchise’s latest trilogy — they probably weren’t concerned with who might be sitting in the audience alongside them. But one packed theater in Los Angeles could have gotten lucky: Victoria Mahoney, the first female director of any “Star Wars” film, might have been among them.

“I’ll tell you a secret, I’m sneaking into a theater tonight,” Mahoney, a second unit director, had said the day before its release. “I bought a ticket in advance with one of my dear friends, and I’m going to sit in a jam-packed theater in the middle of the night and I’m going to let the audience’s experience take over me.”

Mahoney is a first in the “Star Wars” realm: She’s a woman of color, directing a “Star Wars” installment with more female characters than any previous film. She started in Hollywood in the 1990s as an actress, playing roles in “Seinfeld” and “Legally Blonde”; by the time “Star Wars” director J.J. Abrams tapped her for the role, she’d worked as a director on shows including “Queen Sugar” and “You.”

But her directorial debut, 2011’s feature film “Yelling to the Sky,” was the story she always wanted to tell, she says. Semi-autobiographical, it follows 17-year-old Sweetness O’Hara, played by Zoe Kravitz, who’s growing up in a neighborhood with bleak prospects for the future and contending with a deteriorating home life.

Nine years later, Mahoney still reminisces about making that film. But now she has “Star Wars” to reminisce about, too, and in a jam-packed, unknowing theater at that.

This interview has been lightly edited for length and clarity.

The Lily: How are you feeling about the release of “Star Wars: The Rise of Skywalker”?

Victoria Mahoney: Well, it’s two years of excitement. This is the goal, the end zone, to give it to the audiences, so it’s wildly exciting.

TL: I can imagine. It’d be great to start at the beginning. What were the films that inspired you to get into the business?

VM: That’s hard, because when I was a little kid, I wasn’t thinking about getting into the business. But there were films that inspired me and I felt special about — I had a sense of connection to humanity in a bigger way that went beyond my town or my family or my neighborhood. And at some point, that grew into a definitive sense of belonging, and I knew I wasn’t alone in my questions or decisions or the evolution of my isolation or the oddness of my character. I had a sense that, oh, I am connected to humans in some way, just in how we move through life.

When I got a grasp of that, and that film was the thing that kept doing that, I made a decision that I would like to give people this feeling. But I didn’t say, I want to be a director. I’d say, I want to give this to people. And so that became my life mission.

TL: And what are some of those early films that you really connected with?

VM: It’s not a secret that [the 1977 “Star Wars” film] “A New Hope” was a big part of it. “Close Encounters of the Third Kind” was a big deal to me, but I also was a kid who watched “The Spy Who Came In from the Cold” from a very early age and was deeply connected. “Daughters of the Dust” was hugely transformative; it’s something that cracked my spirit wide open and impacted me greatly. There’s a huge bunch of films and people who spoke my language.

TL: And it’s so powerful that you were able to tell your own story in the first film that you directed, your semi-autobiographical “Yelling to the Sky.” What did it mean to start your directing career that way?

VM: Clearly it meant everything to me. I worked for over a decade to get it up and running. I changed course, I changed career. I sacrificed health insurance and finances and strong footing and well-being. I threw caution to the wind and was hell-bent on telling that story, come what may. And for whatever reason — now I have clarity, and when I interact with young people that I mentor, I can see it in their eyes: It’s this thing.

I can tell you without any hokey pokey, new age shit, I was haunted.

It woke me up in the morning; it was the last thing that kissed me goodnight.

It was pounding the inside of my skull, it was scratching at my heart, it was ripping at my rib cage. And what I can tell you now is that it didn’t have simply to do with that story. That was a story that I was able to define my footing, my way, my sense, my frames, my visual language. I was able to find my way, my measure. It was a way to my strengths and weaknesses.

It’s really weird, though: You pick the dagger you take. So you could start your career and have a shinier, more commercial route in the industry that’s financially sound. But there might be this longing and aching inside of a filmmaker if they couldn’t just tell the story how they wanted.

TL: Definitely. You’ve also been on sets, I’m thinking of Ava DuVernay’s “Queen Sugar” specifically, that are really women-dominated in a way that we don’t really see in Hollywood. “Star Wars” is different than that. Can you talk about representation on set?

VM: First, it’s just like, kudos to Ava because she woke up about four seconds after she was born and realized what her mission was, and that was to raise others up alongside her. She’s been doing it since she was a kid, and it’s just a natural part of her well-being. … There were years where she made sacrifices to put others on.

What she’s doing is mystical and magical and a decision on a daily basis.

In “The Rise of Skywalker,” my experience — the story is well told. J.J. [Abrams] went out of his way to come find me. Again, it’s what we talk about with Ava. People are usually living in their comfort zones — their job, their studio, their friends, their family — everywhere we go, when we look at people and interact.

It’s hard, because what we’re talking about is people having to jump outside of that comfort to self-start their own discomfort and put other people on who they’re terrified they won’t have anything in common with. I always respond that it’s the thing of, if you have any cancer in your family, I’m pretty sure you’re going to be able to connect with anyone you interact with. If you were goofy as a kid for five years, even five minutes, I’m pretty sure you’re going to be able to connect with anyone you interact with … anyone who doesn’t look like you.

There’s a lot of work to do, and most sets there’s still a great deficit of people of color, of LGBTQ, of disabled and indigenous folks. It’s sometimes one person in 300 and everyone’s clapping.

TL: How have you overcome that — being the first, being the only in some cases?

VM: I drag outliers wherever I go. I don’t mean drag like drag. I mean I pull them over my shoulders and I carry them uphill with me wherever I go, and I have to. That’s my sanity, my sense of joy, my sense of understanding and clarity and communication and identity.

So wherever I go, I mention people that someone could possibly meet. If someone calls to hire me and I’m not available, I mention someone else. In every job I do, I ask every department to please bring in outliers.

Kathleen Kennedy and Victoria Mahoney on the set of "The Rise of Skywalker." (John Wilson /Lucasfilm)
Kathleen Kennedy and Victoria Mahoney on the set of "The Rise of Skywalker." (John Wilson /Lucasfilm)

One of the challenges of the industry is that people hire their friends, people they’ve worked with before. So when we’re trying to shape-shift the landscape, people just quickly, immediately call who they’ve worked with. And the problem in Hollywood is that all the people that call to hire their key crew, they just pick who’s around them. And that comes back to their neighborhoods, their schools, their friends.

I have had very uncomfortable moments where every week, I’ve had to say, how many production assistants have been on this job and how many have been of color? You can’t tell me that in a big city, it’s impossible to find some kid who wants to stand at the door and say, “The red light’s on, don’t go in.”

The question I think you’re asking me goes back to this: I look people in the face, and I tell them, listen, when this job’s over, I’m going to be asked about the breakdown of outliers on this set. So when it happens, and I have to speak to percentages, I’m going to ask them to call you. And you can say how many times I asked, and how many times you answered and where you called and where you harvested from and how many times you went out of your Rolodex. So, good luck.

[Laughs]

You know, I joke — laughter is a big part of survival, and I’ve had that gift since I was a little kid.

Even though I’m joking, I’m telling you, I’m exhausted.

I want to go to work like a bunch of my male peers and just do my job and do my thing and not be the police of all the deficit.

TL: I mean, yeah. As women of color, we have so much more of a burden just walking around, trying to be successful and also trying to lift others up with us.

VM: And I don’t mind my own daily curiosity and interest in finding talented people and putting them on. I just mean, having to go up to grown-ups who have unconscious bias and are making decisions that are hampering the vision of the story because they’re only one-sided. I would like for all the grown-ups to do their part, but young people I’m happy to carry and find and hunt.

TL: It looks like we’re about out of time, but I did want to ask, what’s your standout moment from “The Rise of Skywalker” set?

VM: It’s difficult to quantify, because every time we went to a new set, there was a kind of nostalgic moment of discovery and awakening and challenge. But I can tell you there was a moment when we were getting out on our buggy in the desert, and really, the desert was going to win us. It was tough, and everyone’s spirit was down. You’re all challenged; you’re in 100-something degrees and the sand’s in your ears and your eyes and your neck and your throat. We’re shooting on film, you have vehicles going however miles an hour. Everything is contingent upon the light in the sky.

Victoria Mahoney on the set of "Star Wars: The Rise of Skywalker." (Jonathan Olley /Lucasfilm)
Victoria Mahoney on the set of "Star Wars: The Rise of Skywalker." (Jonathan Olley /Lucasfilm)

I went home after a rough stretch, where it was just challenging and we weren’t finding a groove. It’s just that thing between Mother Nature and the shots that were needed. It doesn’t matter that you know that, you’re just pissed off. But what happened finally is that I went home one night after being pissed off. And I heard myself say, “You cannot take the good without the bad. You can’t decide like a little kid that you’re only going to have the fun part. You must welcome, embrace and love every ass-beating in the same way that you love and embrace and welcome the achievements.”

And something about that sticks. It was a moment of maturation in a way that some people might think, that just happened? You’re on “Star Wars,” shouldn’t have that happened earlier?

The reason was, there were hundreds of people I was responsible for on a daily basis. It was making sure, as a crew, in our harshest moments, we stayed in love with it all and kind to each other.

Editor’s Note: A previous version of this article misstated one of Mahoney’s past roles.

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