After nearly 20 years of roles in a wide array of movies ("The Sweet Hereafter," "Go," "Dawn of the Dead"), Sarah Polley has successfully forayed into directing. Her debut feature, 2007's "Away From Her," about a woman and her husband dealing with her debilitating Alzheimer's disease, led to Oscar nominations for actress Julie Christie and Polley (for Best Adapted Screenplay). With her second film, "Take This Waltz," the Toronto native shows off more of her creative eye while exploring emotions close to her heart.

In the film, Michelle Williams plays Margot, a married woman who seems to be in love with her husband of five years (Seth Rogen). After a chance encounter with attractive artist/rickshaw driver Daniel (Luke Kirby) – who, as it turns out, lives across the street – things begin to get complicated, leading Margot to choose between the comfort of husband Lou or the mysterious sexiness of Daniel.

Film.com sat down with Polley in New York City to chat about her evolving directing talents, her thoughts on acting and learning that accepting mistakes is the best way to make a good movie.

For "Away From Her," you had the source material of a short story . What were the inspirations behind "Take This Waltz"?

I think, for this one, I really wanted to explore the loneliness and seclusion that can happen when you’re in a relationship with someone for so long and things begin to get so familiar that the intimacy with the other person fades. And in the case of Margot, she thinks she’s found that with another person but in fact there something deeper there that she needs to explore for her own self-discovery.

You and Michelle Williams have similar career paths, having both started acting at a young age. Did you two know each other before this project?

No, we didn't. She came up during our talks about casting, and I just think she’s the greatest actor of our generation. So bringing her on was a no-brainer. The vulnerability and tenderness she brought to the character was just amazing.

How did Seth Rogen come on?

Seth, I actually had in mind from the beginning. I just had never seen him in a role like this before and thought it would be interesting to put him in something like this.

Directing for you is a second chapter in your career. Was directing something you always wanted to take on after all those years observing it on set?

I feel I’ve always loved acting since I was 15 and more as an adult actor, but I don’t think it was ever what I wanted to always do. I always wanted to be a writer, that’s what I’ve always enjoyed, so when I started making short films a while back and bringing to life what I had written, that’s when I think I really found my calling. What’s weird about filmmaking is it’s one of those jobs where, from a distance, it looks like you’re there looking over things while everyone else has a skill and are running around doing the work. [Laughs] And you’re just getting in people’s way. But I think most of the director’s job comes beforehand, in the perpetration, and in conversations with the actors and the crew and keeping things running smoothly.

However, you still want to act on occasion. You’re in the next Wim Wenders 3-D movie, "Everything Will Be Fine."

Yeah. I think now I don’t have to use the acting to make a living and there will be a project every now and then, where it’s with a great filmmaker like Wim, and I’ll want to do it.

The biggest difference between "Away From Her" and "Take This Waltz" is in the visuals. Can you talk about that evolution?

I feel like I’ve had the images in my head for this film since I was 18 years old. I really challenged myself visually for this one. I wanted it to be hot, you could just see the perspiration on the people and a lot more color and also a bit more non-linear in the storytelling. It was really in gaining that confidence to take chances. I think the biggest thing that I learned with this film is you can just do it. With "Away From Her," I was always scared about making a mistake and what that would lead to. For this, we just did the ideas and if they didn’t work, it was okay, we could fix them, we could shoot something else.

It’s reported that your next film is adapting Margaret Atwood's "Alias Grace." Where are you with that?

I’m taking a bit of time off because I just had a baby, but yes, that’s what I’ll be getting into once I go back. I’m really excited because I just love that book.

Also check out this interview with Michelle Williams on NextMovie.com.