If you’ve heard or been curious about the “Queen Bees” movie, released in the summer of 2021, we’ve got the inside scoop on this romantic comedy—and one of the most recent movies with cliques that’s for audiences of all generations. Learn more about the plot, cast and filming of this rom-com flick before you watch Queen Bees at home. 

Synopsis: What is “Queen Bees” about?

While her house undergoes repairs, fiercely independent senior Helen (Academy Award®-winner Ellen Burstyn) moves into a nearby retirement community ― just temporarily. Once behind the doors of Pine Grove Senior Community, she encounters lusty widows, cutthroat bridge tournaments, and a hotbed of bullying “mean girls,” the likes of which she hasn’t encountered since high school, all of which leaves her yearning for the solitude of home. But somewhere between flower arranging and water aerobics Helen discovers that it’s never too late to make new friends and perhaps even find new love. 

About the Production

For producer Harrison Powell, Queen Bees began as a family affair. About five years ago, his wife’s grandmother, known to all as Sparky, lost her husband and decided to move into a retirement community. She was bemused to discover that living there was like an unwelcome return to the high school social pecking order. “You have the cliques, the flirting, the friends, the pranks,” Powell explains. “Like our main character, Helen, Sparky wanted nothing to do with any of it. But after her initial resistance, she came to realize that it’s never too late to make new friends, to laugh, to go skinny-dipping, or to fall in love. She eventually met a wonderful man named Don and they got married two years ago.” 

Powell, who is a production executive at Astute Films, a privately funded production company dedicated to creating inspirational films, wanted the world to hear Sparky’s story as an encouragement to others to remain open and optimistic at every age. He approached Fred Bernstein, the company’s president, with the idea for a film based on his wife’s grandmother’s experiences. 

Bernstein founded Georgia-based Astute after a career as a successful Hollywood studio executive, overseeing productions from classic dramas such as Rob Reiner’s Stand by Me to epic action films including Steven Spielberg’s Jurassic Park. His new company is highly selective about the films it chooses to produce. “We see a lot of material that goes on to be commercially successful, but not all of it is appropriate for us,” Bernstein says. “It’s hard to explain what we look for, but we know it when we see it.” 

Powell’s idea fell right in that sweet spot, according to Bernstein. “We believed it would find the right balance between heartwarming, meaningful, humorous, and emotional,” he says. “It was a story that everyone at Astute could relate to.” 

Dominique Telson, Astute’s Vice President of Development and Production, agreed that the story was one the company should greenlight. “Astute wants to make films that matter and this has a message that matters: It’s never too late to enjoy life and move forward.” 

Where was Queen Bees filmed? 

The Pine Grove Senior Community depicted in Queen Bees is an actual senior living community called Parc at Duluth near Atlanta, GA. Specifically, the Queen Bees movie was shot and filmed in 2018 in the town of Duluth, GA, part of the Atlanta metro area. The leads of the cast stayed in a local hotel during the filming. 

Something Special

After Powell put together a short treatment for the film, the producers interviewed a handful of well-known writers to flesh out the screenplay. Ultimately, they selected veteran scribe Donald Martin, whose career in film and television spans three decades and several continents. According to Powell, they were looking for someone with a personal connection to the material and it turned out Martin’s mother had an experience much like their main character. 

“She is in a facility similar to the one in the film,” says Martin. “She was reluctant about going there at first. But then she found a whole new life there — new friends, new activities and a new romance. I find her stories inspiring and that inspiration informed my writing.” 

Martin worked closely with Powell and Telson to turn the outline into a screenplay. “As soon as I read the story, I knew it was something special,” he recalls. “What interested me was the idea that it is never too late. You are only as old as you feel, but we live in a society that can be somewhat ageist. I welcomed the opportunity to write a screenplay in which characters of a certain age behave more like adolescents.” 

The writer didn’t know who would eventually play the characters he was creating, but he wrote the role of Helen with an actress he admires in mind: Ellen Burstyn. “I always visualize specific actors while I’m writing a screenplay,” Martin says. “To have Ellen Burstyn actually read the screenplay and then accept the lead was such an honor.” 

A Steady Hand

Knowing that the delicate balance between humor and romance would require a sensitive and steady directorial hand, the filmmakers met with Michael Lembeck, a Hollywood veteran who transitioned from being a popular young actor to a well-known director with decades of film and television credits. “I’ve known Michael for years,” says Bernstein. “As a director, he is a stellar storyteller who is adept at combining emotion and humor. The decision to hire him was easy.” 

Growing up in Hollywood as the son of two performers, Lembeck knows a good script when he sees one. “This film has substance,” he says. “It certainly has entertainment value as well, but it was the themes and the values it espoused that really touched me. Anyone can see either themselves or someone they love in this story.” 

The filmmakers packed the cast with winners and nominees of Hollywood’s most prestigious awards, most with decades of experience in film, television, and theater. “Assembling this cast was a joy,” says Lembeck. “I got to work with so many great people whose work I have admired for a long time. Ann-Margret was my first call because I knew her from The Santa Clause 3. Ellen Burstyn was at the top of my wish list with a gold star for the role of Helen. When Jane Curtin came up for the role of Janet, I knew she would be perfect. And when I met with Loretta Devine, I was immediately smitten with her. I couldn’t imagine anyone else as Sally.” 

Lembeck worked one-on-one with each of the actors to develop detailed backstories for their characters. “By the time we got to set, we had filled out the details in ways that suited each of them personally,” he explains. “We knew where they began, where they were going, what they were missing, and how they found redemption.” 

The Queen B’s

From the beginning, the filmmakers knew Ellen Burstyn was meant to play the role of Helen, according to Telson. But Burstyn herself says she was a bit surprised to be asked. “It’s not too often I get to do a love story or a comedy, so I loved those elements,” says the Oscar® and Tony® Award-winning performer. “It was fun to play this spunky, strong lady who is in unfamiliar circumstances and not really comfortable there. And then she falls in love.”  

After living her entire adult life with her late husband, Helen now finds herself alone in the house they shared. Her daughter wants her to move to a retirement community, but she is still very attached to her home. After a fire leaves the house needing repairs, however, she agrees to move to Pine Grove for a month. 

When the restoration drags on longer than expected, Helen slowly begins to make friends. At this point, viewers are introduced to a group of women that constitute a great addition to iconic movie cliques of all time. “Because she plays bridge, she becomes involved with a group of women known at Pine Grove as the ‘Queen Bees,’” says Burstyn. “They dominate every activity they take part in. Helen is one of the few residents who isn’t intimidated by them.” 

She also meets a man named Dan Simpson, played by James Caan. “Very unexpectedly, she develops romantic feelings for him,” the actress explains. “Helen and her husband enjoyed ballroom dancing. Dan doesn’t dance, so she teaches him the foxtrot. I can’t say James is much of a dancer, but he’s very charming and we had a lot of fun trying. It’s a classic boy-meets-girl story, but the boy and the girl are in their 70s.” 

Burstyn commends Lembeck for putting together such an extraordinary cast. “Michael is such a good director,” says the actress. “He listens and is always receptive to ideas. His energy is enormous and that keeps up the pace of the film. He set a tone that trickled down and kept the set alive and laughing all the time.” 

Burstyn quotes Darren Aronofsky, who directed her Academy Award®-nominated performance in Requiem for a Dream, as saying, “It’s never too late to become what you might have been.” 

“That would be a good motto for this film,” she says. “These people have lived full lives with partners and children and good friends, but they can still fall in love again and have a wonderful time. Lots of second and even third romances are born all the time. During the credits, we pay tribute to real people like Sparky and her husband Don, who have gotten together later in life.” 

It was the relationship between Helen and the Queen Bees that captured the imagination of five-time Golden Globe winner Ann-Margret.  “It’s wonderful to show these four older women and how they get along,” says the teen idol turned Oscar®-nominated actress. “They are really an interesting group ― and everybody knows what the ‘B’ stands for! You know, there are cliques in any situation.”  

On set, she, Curtin, and Devine became the three amigos. “We were having a great time,” says Ann-Margret. “It was like becoming teenagers again. My character Margot has been married five times and she is looking for number six. She doesn’t like being alone. Margot has set her sights on Arthur, who is played brilliantly by Christopher Lloyd. He is kind and funny and she goes all out in her pursuit of him.” 

According to Telson, the filmmakers selected Curtin to play the group’s leader, Janet, because they knew she would make the potentially unlikeable character attractive and funny. For the actress, playing the film’s putative villain was a delight. “You always want to play the villain,” she says. “The good girl is never as interesting.” 

Curtin found the portrayal of female friendships appealing as well. “The Queen Bees are bound together by the power they wield,” she explains. “That has kept Janet going because she has no other friends and her family ignores her. Her life hasn’t turned out the way she wanted so she has become defensive, angry, and judgmental. She attacks first as a form of self-defense. When Helen arrives and seems to go through life effortlessly, being kind and warm and making friends easily, it’s tough for Janet. She feels like she is losing her group and her grip, and she has to work to let that barrier down.” 

With two Emmy® awards and starring roles in several long-running television series including Kate & Allie and 3rd Rock From the Sun to her credit, Curtin says it has become important to her to work with a cast she enjoys being with. “I really like the people involved in this film. From day one, we all got along. When we were together, there was a silliness that was just delicious. We palled around off-set, went to Target, and took walks together. They are all delightful people.” 

Sweet-voiced and soft-spoken, Sally Hanson, played by Broadway star Loretta Devine, conceals a will of iron and a sharp intellect behind her girlish demeanor. Being one of the community’s all-powerful mean girls provides her with some badly needed emotional protection. “Sally is a complete character and that was important to me,” Devine says. “She has lost her husband and is struggling with a second bout of cancer. Staying active and engaged is what keeps her going.” 

When Sally suddenly needs a new bridge partner, she approaches Helen, who is won over by Sally’s open-hearted approach. The two grow close, even sharing a bit of Sally’s medical marijuana one evening in a scene both actresses admit was one of their favorites. The more Sally and Helen learn about each other the closer they get, says Devine: “Eventually they become each other’s saving grace. Sally is integral to Helen allowing herself to fall in love with Dan.” 

Devine was impressed with Lembeck’s keen eye for detail. “He has his hand in everything ― camera angles, props, insights for the actors,” she says. “He always took the time for us. At the beginning of the shoot, I shared something about my mother with him and he managed to work that into Sally’s character.” 

All four women agree that the most challenging aspect of the film was learning to play bridge. Lembeck insisted on bringing in a bridge expert to teach them the basics of the game. “None of us knew how to play,” says Curtin. “They hired a bridge master to teach us and we were all extremely intimidated. We tried telling her it was just pretend, but she was determined that we get it right.” 

“It was so complicated!” adds Ann-Margret. “I doubt I will play again but it was fun trying to learn with the other ladies.” 

The bond between the actresses in real life was every bit as special as it appears in the film, says Telson. “While we were scouting locations, we saw a picture showing four older ladies who are clearly BFFs posing in their bathing suits ready to go in a pool. That was the feeling we wanted and the chemistry they have on screen is magical.” 

Love Interests

James Caan, whose Oscar®-nominated turn as Sonny Corleone in The Godfather cemented his status as a Hollywood icon, shows a different side as Dan, the wise guy who wins Helen’s heart. “When you get older, it’s not so much about sexual attraction and ripping each other’s clothes off,” Caan says. “It’s a different kind of chemistry, and these two have it. In the beginning, she is very proper and a bit of a fuddy-duddy. Dan tells her outrageous stories until she has to know that he’s full of crap and he keeps going until she slowly starts laughing at the absurdity of what he’s saying. It becomes very attractive to her.” 

But Dan has an ulterior motive in pursuing Helen that will throw her for a loop when she discovers it. “He is doing whatever he can to be funny and charming and win Helen’s trust,” Caan says. “It was a joy working with Ellen. She is such a good actress.”   

Christopher Lloyd took home two Emmy® awards for playing the addled Reverend Jim in Taxi, and became a generational icon as Back to the Futures iconoclastic Dr. Emmett Brown. In Queen Bees, he plays Arthur, the community’s resident ladies’ man and the object of Margot’s affection. “It was a wonderful script and I thought I could have some fun with the character,” says Lloyd. “There are a range of comedic moments that called for us to be spontaneous and try different things.” 

A recent arrival at Pine Grove, Arthur is a happy fellow. And why not? “At any given time, you can find him playing cards or having a meal with four or five ladies, all of them wooing him,” says Lloyd. “He has a reputation as a bit of a lover around campus and when he meets Margot, they click. But Arthur has some of the issues that come with age and he is hiding them. When Margot finds out, it’s kind of poignant and it brings them closer. I had a lovely time working with Ann-Margret, who is a real-life legend. She’s so spontaneous and somehow we fit well together.” 

Lembeck was as sharp as a dart, says Lloyd. “He laser-focuses on the issue at hand and when he’s done, he moves on. He knows how to plan shots and blocking very quickly. There’s a lightness of touch at the same time. He created a movie that will entertain people of all ages.” 

Making It Look Easy

Actress Elizabeth Mitchell says the involvement of Lembeck and Burstyn was the biggest reason she signed on to the project. “I had worked with Michael on The Santa Clause 2 and 3,” she explains. “He brings such joy, passion, and intelligence to the work. And Ellen is kind and funny and down-to-earth at all times. Everything she does is authentic and she makes it look breathtakingly easy. I would just sit and watch her in awe.” 

Mitchell’s character, Helen’s daughter Laura, is kind of a killjoy, the actress acknowledges. “I loved that. She will make you want to say, ‘Just leave your mother alone!’ But it all comes from love and a need to protect. She loves her mom so much that it makes her brittle. I thought of that wonderful saying: If you love someone, let them go. But she just can’t, because she’s so afraid.” 

Mitchell was reunited with another of her screen mothers in the movie. “Ann-Margret played my mom in Santa Clause 3,” she says. “She is such a movie star and a gracious lady. After not seeing each other for 12 years, she threw open her arms and called me her daughter. She immediately asked after my son and my life.” 

Laura has made a deal to help Pine Grove administrator Kenneth DiNardo with his plans for an expansion, but only if he can convince her mother to make her stay there permanently. French Stewart, who plays the hapless Kenneth, worked on 3rd Rock for six seasons alongside Curtin, with whom he shares three SAG Award® nominations for Best Ensemble. He says after hearing the list of performers committed to Queen Bees he didn’t even need to read the script to know he wanted to be a part of it. 

“When I did read it and saw it was right in my wheelhouse, it was a total no-brainer,” says Stewart. “All these wonderful actors with all that experience together in one place and it’s a lovely romantic comedy with some moments of stupidity, which I was happy to provide.” 

The challenge, he says, was to try to stay at the level of the film’s stars and not get in the way. “If you’re smart then when you are around these people you will be quiet and learn from them. The half-hour ride from base camp to the hotel was part roast and part storytelling. It got pretty rowdy sometimes.”  

Stewart credits Lembeck’s years as an actor with providing him with the insights to coax great performances from his actors. “A lot of directors will give you notes that make things different,” he says. “Michael gives notes that make things better. He has a steady hand and a good heart, which gives you confidence. He also constantly reminded us that this is fun and that’s why we all got into it.” 

A cast of this caliber elevates a screenplay with unique insights into the roles, says Bernstein. “Their input into the characters took the story to another place. Watching the relationships, particularly between the four women, was a joy. The real friendship between them is going to be apparent to the audience.” 

As a side benefit, the casting also allowed Powell to score points with his grandmother-in-law. “She was so honored to have Ellen Burstyn play a character inspired by her,” he says. “Each person in the cast brought such professionalism and great acting. Even off the set, everyone was so kind. The four women developed a real affectionate camaraderie and my 10-month-old daughter has four new grandmas to hug and kiss.” 

Georgia on His Mind

Powell, a longtime resident of Sandy Springs, Georgia, is an enthusiastic advocate for filming in his home state. After multiple retirement homes were scouted, Parc at Duluth, a senior living community a half-hour outside of Atlanta, was selected as the primary location for Queen Bees. “The support we got from the residents and staff was so wonderful,” says Powell. “We spent 16 days in their home filming around them. Some residents agreed to be extras in the film and I know they all are excited to see it. We got in the way and upset their schedules, but I think they enjoyed it. The last day of filming was a sad farewell, full of hugs and a few tears.” 

Visiting some 30 or 40 facilities before deciding on Parc at Duluth changed Lembeck’s view of assisted-living communities. “Sometimes people think of places like Pine Grove as where you go to die, but this is the antithesis of that,” he says. “Just because you’ve lost a loved one doesn’t mean you can’t start a new story and fall in love again. We are all entitled to happiness at every stage of life. Helen shut down after the death of her husband but she makes life-affirming friendships at Pine Grove that change her world.” 

Director of Photography Alice Brooks says Queen Bees is the kind of film she likes to see but is rarely made. “It’s such a beautiful story. Helen’s character in particular is so rich. It’s unusual to see a character her age portrayed as both strong-willed and able to change.”  

Lembeck was introduced to Brooks by executive producer and production manager Claudine Marrotte, via a website called, dedicated to supporting the work of female directors of photography. “Michael told me that after 40 years in this business he had never worked with a woman in that capacity,” she says. 

“I always want to hire the best regardless of gender,” Lembeck says. “For this film, we ended up hiring mostly women department heads and they hired mostly men for their crews.”   

At their first meeting, Lembeck immediately saw that his and Brooks’ sensibilities were complementary. “Alice asked me what films I love best,” he remembers. “My absolute favorites come out of the 1930s and ’40s. Obviously, we weren’t going to make a black-and-white film, but Alice suggested lenses and filters that could create the feeling I was looking for with a rich color palette and vibrant cinematic lighting. We shot digitally and she found ways to create an ethereal, almost magical, grainy look that mimics film at its best.” 

After watching the films Lembeck referenced, Brooks and Lembeck agreed that some of the closest recent films in the visual appeal were the popular British romantic comedies of the 1990s. “We tested lenses and filters until we found a combination that mirrors that feeling,” she says. “Using the Arri Alexa camera helped take off that digital edge.” 

Re-creating the magic of falling in love in the somewhat antiseptic atmosphere of a retirement community was challenging, Brooks admits. “We tried to show that cinematically. We found a place with great architecture and high ceilings that helped us with lighting. When Helen first arrives, we chose to emphasize the sterility in contrast with the warmth of her home, so we used a lot of top lighting. In her home, the shots flow. When we land in the apartment, the camera stops moving and it becomes a prison. As the story progresses and she blossoms, however, so do the lighting and the camera movement.” 

Color also helps underscore Helen’s changing mood as she lets go of her sadness, says Lembeck. “Our production designer Dara Wishingrad added homey touches as we went along. Suddenly creature comforts start to appear in her apartment. The flowers she starts working with are beautiful and lush. That combined with Alice’s lyrical visuals helps the viewer understand subliminally what is happening emotionally.” 

Happily Ever After

And what of Sparky and her husband Don? They were able to visit the set during filming, but still have trouble believing their love story inspired a feature film. “We weren’t aware that Harrison was making this movie until he was well into the process,” says Sparky. “He’s always joking about things, so even if he told us, we didn’t really take it seriously.” 

In her 80s when she arrived at a retirement community, finding a man to share her life with was the furthest thing from Sparky’s mind. “I can’t really explain how it happened,” she admits. “It was totally unexpected. But I decided to go for it. The past is deeply embedded in all of us. You can’t go back, but you can reinvent yourself at any age.” 

Their optimism and resilience is an example to us all, says Telson. “This is a story I needed to hear. My kids need to hear it. Don’t ever stop living. Life goes on. Some of it is beautiful and some of it hurts, but if you keep going forward, it can be magical.” 

For his part, Powell hopes Queen Bees will entertain, touch and inspire audiences with a heartfelt story about making the most of life. “My wish is that people enjoy it enough to bring their friends back and see it again. It’s such a personal project for me and it’s been really exciting to see it come to fruition.” 

Queen Bees was released In Theaters and On Demand on June 11, 2021

If you’ve read this far, then you’re probably ready to watch or stream Queen Bees today—or catch plenty more great films on DIRECTV STREAM or DIRECTV SATELLITE.  

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