The publicity shots for Cellfish could look intimidating: there's Miriama McDowell in a white singlet, holding a skull and staring straight down the barrel of the camera, but look at her eyes and perfectly made-up lips and you'll see she's twitching to smile.

With a naturally mischievous countenance, there's no controlling the impish grin that breaks out when McDowell explains how Cellfish and Pop-up Globe are so intertwined for her.

Pop-up Globe and Cellfish are intimately linked for the actress known for film and TV roles in No 2, This is Not My Life, The Dark Horse, Hope and Wire, Mahana and Terry Teo. McDowell auditioned for Pop-up Globe 2016 because she was co-writing Cellfish with actor Rob Mokaraka and director Jason Te Kara. Equal parts comedy and drama, it's about hardened prison inmates who face a nightmare scenario potentially worse than anything "the system" has thrown at them: Shakespeare classes with Miss Lucy, played by McDowell.

"As I was writing a show about Shakespeare and a teacher who goes into prisons to teach it, I knew the best way to learn would be to work with some experts on the floor...

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"I was secretly observing the directors as they worked, going home and writing it down. By the end of it, I was so in love with Shakespeare and the stage that I didn't want to stop."

PuG, a replica of William Shakespeare's second Globe Theatre, attracted audiences of about 100,000 when it debuted here last year. Cellfish, a co-production between Silo Theatre and the Auckland Arts Festival, was part of the 2016 festival's Raw programme for plays-in-development.

Miriama McDowell was one of the co-writers of Cellfish as well as the star. Photo/Supplied
Miriama McDowell was one of the co-writers of Cellfish as well as the star. Photo/Supplied

For a day or two last year, McDowell, who played Lady Capulet in PuG's Lowdown 2016 Romeo and Juliet, would swap a stage surrounded by an audience of up to 900 for Q Theatre's Loft which holds about 110 people. It was a chance to get feedback about the Cellfish script, before writing the next draft.

Though she is best known for screen roles, McDowell has a busy theatre schedule and it's that which is now taking her in bold new directions. A graduate of Toi Whakaari: New Zealand Drama School, she's worked with the youth-orientated Massive Company which makes urban, contemporary and frequently devised (it's where you work out the story as you rehearse) theatre.

Last year, after winning an internship with Massive, she directed The Island and took it to the Exchange Festival run by the National Theatre of Scotland. It was her second stint as a director following her directorial debut with Taki Rua Theatre when it toured a revamped version of Nga Pou Wahine, Briar Grace-smith's 1995 play regarded as a watershed in modern Maori theatre.

Miriama McDowell had a starring role in 2016's Mahana. Photo/Supplied
Miriama McDowell had a starring role in 2016's Mahana. Photo/Supplied

Joining Pop-up Globe at the end of 2015 -- a year where she'd also taken a study break at the prestigious French clown school Ecole Philippe Gaulier -- seemed like an unexpected move.

"I hadn't done any Shakespeare since leaving Toi 14 years ago and, after I left, I gravitated toward creating new New Zealand work," she says, acknowledging that's what she is best known for. "I love that, but I got to a certain point in my career when I realised I hadn't done the basics -- the Shakespeares, big classic plays -- and Pop-up Globe was a chance to do that."

She didn't expect to love working with the company as much as she did and credits PuG's artistic director Miles Gregory with making it such a positive experience. She describes him as a leader who respects the importance of protocol.

But there's no ignoring the criticism of PuG for not creating more roles for women. One company in the acting ensemble is all-male; the second includes women, too. McDowell doesn't shy away from addressing the issue.

"My response to that is that we are a fledgling company; I think of us as a toddler who had a really successful birth with no complications and we are continuing to grow and develop. I hope we continue that growth and, as do so, we make different creative decisions."

For thePuG season 2, she moves off stage to direct Much Ado About Nothing. It's a huge step up from anything she's done before.

"You know, you have to say yes because those are the times in your life when you learn the most; when you say yes and step out of your comfort zone even though you're not sure how you're going to do it. You just know it's time and you might not get the chance again.

Much Ado opens a fortnight before Cellfish, which stars McDowell and Mark Ruka. That play has its roots in her first job outside drama school, a nine-week stint working alongside acting veteran Jim Moriarty in Christchurch Men's Prison.

Miriama McDowell has been a regular on our TV screens, including in This is Not My Life. Photo/Supplied
Miriama McDowell has been a regular on our TV screens, including in This is Not My Life. Photo/Supplied

"I was two days' out of drama school where it's all about you; where you're constantly encouraged to think about yourself and your feelings and how you'd respond to certain situations," she recalls. "Then I was in this environment where all of that -- everything about me, actually -- was working against me: my vulnerability, my femininity and my openness. You get in there and you're told to cover up, not to speak about yourself or share too much information; you're on the prison timetable and you're locked in a room with them making a play."

McDowell says she loved every one of the inmates she met. She describes them as larger than life, full of stories about their lives with the scars and tattoos to prove it. It wasn't their crimes she found shocking, but their stories about living in poverty and deprivation.

"I was shocked by the fact that every single one of them had been let down by the system at some stage in their lives. That's what we wanted our story to be about -- the systems that let people down. It's very funny but there are times when it gets very dark. I hope that Cellfish can tour: I would love to take it into prisons."

McDowell is keen to do more directing. She jokes about the luxury of working on a show, attending its opening night and her work being done. But, more seriously, she talks about how much she enjoys working with actors, the learning that happens in rehearsal rooms

"I'm really loving directing and you know what struck me about it? The support of the directing community, especially other women, who have offered me help and support."

Lowdown
What: Pop Up Globe Theatre, Season 2 (Othello, Much Ado About Nothing, As You Like It, Henry V)
Where and when: Ellerslie Racecourse, from February 23

What: Cellfish
Where and when: Loft, Q Theatre March 8-14; Te Oro, Glen Innes March 16 -17