It doesn’t take long for Natalie Portman’s character to reach her breaking point in Lady in the Lake, the Apple+ adaptation of Laura Lippman’s best-selling mystery novel. After one domestic indignity too many, and a true-crime event triggering her hidden past, Portman’s Maddie is stirred out of her bored existence as a Jewish housewife and mother in 1965 Baltimore. She packs a suitcase, leaves her husband and the suburbs, and starts anew in the largely Black neighborhood where she can afford to live on her own.

Alit with fresh ambition and excitement over her freedom, she becomes obsessed with the reported mystery around Cleo Johnson, a Black single mother played by Moses Ingram (Queen’s Gambit) who was on her own path before she was found dead in a fountain. As viewers follow Maddie’s investigation, and her tone-deafness to the struggles of her new neighbors, Cleo’s final four weeks play out in storylines that first run parallel to Maddie’s.

The women’s paths will cross, Cleo’s narration teases throughout the series—an intricate seven-episode mystery and character drama premiering July 19. Written and directed by first-time showrunner Alma Har’el, the Israeli-American filmmaker behind the documentary Bombay Beach and Shia LaBeouf’s biographical gut punch Honey Boy, the show is a tonal kaleidoscope—shifting from noir to subtle comedy to full-blown choreographed music sequences as Maddie and Cleo’s worlds expand and secrets resurface.

Speaking about Maddie’s evolution, Portman tells me, “At the core of it is this steady desire to be free, which I think is at the core of every woman’s narrative. You see the consciousness of it birthed in the first couple of episodes, then you see her dipping her toe into that liberation, and then you see that liberation stepping on the liberation of others.”

Maddie’s evolution isn’t exactly pretty—she’s initially egged on by the pot-smoking teenager (Mikey Madison) she takes in as a roommate. Uninterested in journalistic decorum, Maddie isn’t opposed to seducing men for intel, like Y’lan Noel, who plays her police-officer love interest Ferdie Platt. There’s a slight echo of Portman’s May December character, an actress who did her own kind of baiting to extract helpful information from the woman (Julianne Moore) she was researching to play in a film. “They’re both kind of deliciously, ethically awry characters,” Portman says. “They both have no qualms about using whatever tools they have to get what they want.”

Maddie is also comically unaware of the differences between her struggles as a Jewish woman and her new neighbors’ struggles. Exploring the journey of how the oppressed can become an oppressor is one of the reasons why Portman, who is also an executive producer on the series, and Ha’rel, were interested in the project. “That’s where it gets out of control. Maddie gets blind to the effects of actions on others because she is so consumed by her personal journey,” says Portman. Har’el said she was especially interested in investigating “the duality of being an oppressor and persecuted” in the ’60s—“this idea of Jewish immigrants and the assimilation that happened at that time out of survival and out of the drive to become part of an American dream…. You consider them your allies, but you’re never going to really perceive their hardship.” That “is definitely something that spoke to me.”

The role also had personal resonance for Portman, whose grandmother lived in Baltimore at about the same age and time as Portman’s character. “It was wild to get to explore the streets they walked and places they went,” says the actor. “There’s a Jewish deli that still exists from that time. To have been there and imagined my family being there 60 years ago was really amazing. To imagine what it was to be a woman at that time in a Jewish marriage, the restrictions of what that meant at that time and place definitely felt personal to explore. I think that we understand ourselves as women through our mothers, and we understand our mothers through their mothers.”

Har’el adapted Lippman’s novel for the screen, fleshing out the storyline of Cleo’s character so much that she ended up changing her last name and creating a husband for her, a struggling comedian played by Byron Bowers, whom Cleo leaves. “We gave her a much bigger canvas, and really wanted to explore what it was like for a Black woman at the time to live in Baltimore and go through the hardships and the mystery of the murder,” explains the showrunner.

After Lupita Nyong’o, who was initially attached as Cleo, left the project for logistical reasons, the series filmed most of Portman’s scenes for about three months—during which time the series cast Ingram. “It was extremely challenging, but it paid off because the gods of cinema shine on television too. We got Moses Ingram, who is just a revelation,” says Ha’rel. “She was the glue that put everything together for us in many ways, because she was from Baltimore and her family was alive during those times. She kind of cosigned it for us. She made [the project] real.”

The Emmy-nominated Ingram gets about as much screen time as her Oscar-winning costar, and just as many tantalizing dramatic scenes. “When I imagined being an actor, this is the kind of work that I saw myself doing,” Ingram says. She channeled many of the hustling single mothers she knew growing up in Maryland for the part.

Given Ingram had only about two weeks to prepare for the series—and that she was parachuting into a shoot that required incredibly complicated sequencing, “I showed up to work scared every day,” she says. She’d film later scenes without knowing what came before, and had to completely trust Har’el to guide her. “She’d be like, ‘Okay, it’s a little bit of this, a little bit of this, a little bit of this.’” When Ingram finally saw the first episode, she says, “I just cried, cried, cried, cried…It’s absolutely the most fulfilling thing I’ve done in my career so far.”

Ingram had never met Portman before the project, but watched her movies “religiously” growing up—and name-checks Where the Heart Is as a particular favorite. (“I was so obsessed with this woman who had her baby in the Walmart,” she laughs.) So it was mind-bending not just to be cast alongside Portman, but to get a letter of support from her.

“When I got the job, she sent me a lovely note welcoming me onto the project and sort of expressing her trust in what I could bring to it. It’s always really amazing when you step into these atmospheres with people that don’t know you, but you know them very well from watching them. But the idea that someone that you respect so much is willing to see you beyond the things she’s already seen you play…” Ingram trails off. “To be seen is nice.”

Given the the length of the shoot and the fact that Maddie and Cleo’s complicated stories involve unspooling past secrets in different timelines, the shoot was “exponentially harder than making a film,” says Portman.

“Crossboarding is probably the biggest mind fuck of television,” adds Har’el of mapping out the show’s 489 scenes. “I came from shooting Honey Boy, where the whole shoot was 19 days. This was 106 days. I was a first-time showrunner, and some scenes were murder mystery, some were dance, some were music performance, and some were just character driven and a deep-dive into a dialogue.” She’s still recovering: “I want to celebrate it because I can’t believe I survived it. It took three and a half years.”

During the course of writing, directing, and showrunning Lady in the Lake, Har’el also became a mother. The experience, and holding her baby daughter on her chest as she edited the series, brought her closer to Maddie and Cleo.

“This show is about two mothers, so I feel like I kind of got to join my characters midway and understand them better,” says Ha’rel. “Things that maybe resonated with me from the outside when I started to work on it…by the time I finished, I saw from a different perspective, which was extremely deepening, the whole experience.”