INT: Two things I want to talk about, and they're kind of sort of philosophical, 'cause I really want to look at specific stuff and even specific scenes if we, if you remember how certain things are done. But I want to talk about two concepts because they both sort of occurred to me in terms of your mastery of work and your confrontation of these subjects. One of them is violence and the other is sexuality. And I was sort of stepping back and sort of asking a philosophical question about is the media that we work in more conducive to experiencing both of those or certainly maybe not sexuality but sensuality, than any other medium. And as I look at your work, in terms of being able to deal with moments of violence, I mean the violence in RULES OF ENGAGEMENT is--I think that the whole sequence of up on top of the roof is spectacular tense and really grating in its nerve and stuff. All of the stuff like the chase in JADE throughout the, through the Chinese thing and some of the violence of even just the stabbing of the, in BUG, that you know, of the whoever that character is. You're able to deal with these things in an incredibly intense ways and I'm just curious as you step back and look at it from an aesthetic point of view, what's your feeling about it? 'Cause you choose this material as well, so what is it that grabs you, why do you, how do you deal with it, why do you think cinema deals with it so well?

WF: Well, first of all, in my own case, what I'm concerned about with all the examples that you've given is restraint. I don't think that you need to go past a certain point to indicate a scene of violence or sexuality. Now what is that point, it's an imaginary line that's drawn in one's own makeup. I'm not so much drawn consciously to that, but since I'm more interested in dramatic films than in comedy films, although you tend to find in modern comedies, a lot of overt sexuality, even nudity today, which is new to cinema as we speak. But because in the old days, all of it was suggested, the guys who were the people that I learned from by watching their movies, there was no overt violence or sexuality in films like WHITE HEAT or TREASURE OF THE SIERRA MADRE [THE TREASURE OF THE SIERRA MADRE] or the films of people like Richard Brooks and William Wellman [William A. Wellman] and all the great Directors that so inspired me--they couldn't do it. They couldn't get away with it. The question is, would they have wanted to if they could? That's a sort of an unanswerable question, but I think that the violence in WHITE HEAT, directed by Raoul Walsh, who was a great film Director is more suggestive, yet it's more powerful than seeing everything. So I think the filmmakers of my generation spurred on by the French New Wave, certainly pushed the envelope to where we could show more. But the older I get and the later of my films, the less really there is to see. I mean THE EXORCIST is extremely graphic and violent as I thought it should be. I don't think there's any restraint in THE EXORCIST, because I believed it was a subject that was actually dealing with demonic possession and what sort of outcome that was to the victims of it. 'Cause I had done a lot of research about that case and about demonic possession as authorized by the Catholic Church in general. So there was no restraint in THE EXORCIST as there wasn't in the actual case that inspired THE EXORCIST. But in some of these later films I've tried to pull back.

INT: But in the opening sequence, I'm looking at this thinking about, even just the subject of blood, in the opening sequence in RULES OF ENGAGEMENT, you have, you know, something that is new now. There used to be blood, but the blood's, you know, it was this kind of blood but now it gets to be you know, even added to by CGI stuff and I don't know whether you did add some CGI blood in terms of some of the people getting hit or the slow motion with some of the people going down. [WF: No. No.] But you do get that, you know, horror of war, and destruction.

WF: Well, that is an accident of technology. Where there was a time when no blood was able to be shown, when most of the films were first of all, black and white, and very few color, you know, even into the 1940's. But more than that, you could not show a bullet entering the body at any point and show a great deal of blood. A lot of that changed with the film, THE WILD BUNCH and then BONNIE AND CLYDE. From the late ‘60s [1960s]. And it changed not only because they were able to get away with it, but the technology had invented ways to make it look more graphic. You know, it wasn't just a blood spot that would appear under a guys shirt anymore, when triggered by, you know, an electronic impulse, by a, by one of the prop men. Now they could make the blood spurt out. And so those Directors who were dealing with violence, with, you know, gangsters, and killers, stone killers and a world that was surrounded by violence were able to show it more graphically and did. And these techniques have come down to the rest of us who are working today and it gets better and better. I didn't use CGI to add to any blood effects on the films that you mentioned. But for example, now, all the car chases that you see in films like THE BOURNE IDENTITY films, they're much more graphic and far out and really dangerous looking than any of the chase scenes that I've done. But their chase scenes aren't dangerous really at all. A lot of it is computer-generated imagery, which has provided today's crop of filmmakers with the ability to portray anything.

INT: Let's talk about, let's look at RULES OF ENGAGEMENT, which in many ways is about when you use violence and when you don't, even as a theme. But in terms of the actual physical stuff that you did, when you're shooting these sequences, everyone of these hits, everyone of these, you know, everywhere a bullet goes, you have to setup. I know you're not into storyboarding, so I'm curious how do you in production for that sequence, the Vietnam sequence, how do figure out those things, because, or did you in fact do some storyboarding for the hits and things. So how do you figure out where, “Okay, these are the number of shots that are going to be fired, this is going, who's going to get hit,” I mean is this much in pre-production, is it a combination of pre-production and production, where are you just in ranging for that?

WF: Well, it's first of all arbitrary. I mean, let's say you have a platoon and there's 12 guys in it who are left standing or whatever, you go through the process of determining who could make the most convincing fall. And if you see someone who makes a very convincing fall, not a stuntman usually, but in that case is, they were ex-marines, you know, and some Actors. And you would determine who of those people in that sequence, in that shot going shot for shot, could fall convincingly. And you'd blood squib them, other guys you would just have duck to their knees. [INT: Now were you doing this on the day?] On the spot, it's done on the spot, and it's done arbitrarily. I'm looking through a frame that I think will be an interesting frame and it would be good if the person over here, over there and over here could get hit. The others would just duck. Obviously Tommy Lee Jones is going to get hit, but not wounded, I mean, but not killed, and so the squib is arranged on how he would get hit. And when, but in some of the other shots of guys being shot at point blank range, you know, I'll take a day or two before we do those scenes and train them on how to fall. And how to take a bullet hit. And often with a guy standing next to me who's killed people, you know, as an ex-marine or whatever. There was an ex-marine who was the technical advisor on that and he used a platoon of actual, you know, on leave, off duty marines or retired marines.

INT: So you would take though a day or sometime not with camera rolling where you're figuring it out?

WF: Yeah, and I have in my mind's eye a clear vision of every scene I've ever shot, whether it be a scene of sexuality or violence. I don't draw it out on paper, 'cause I don't want to be hung up on it. I don't want to have to follow anything literally, you know, like someone who might, is a novelist and writes a book, you know, they're committing on the page to what's happening. I don't want to commit on film to what's going to happen until I get in the editing room. So I will, for example, maybe overdo the number of guys that receive a bullet packages, that will be triggered on cue, off-screen, on the cue of a gun shot, or on my hand cue or whatever. And often times, I mean I have to say, it doesn't work on the first take. Something went wrong, so you do it again, or somebody didn't fall right, and so you'll do it with it somebody else. [INT: What's your mode as a Director when you're doing those kind of scenes? Where there's a lot of stuff to be done, you're outside, things go wrong, are you calm, are you tense, do you, does it depend on the hour, does it depend on the moment, do you try to set a particular mood? Where are you and have you changed over the years?] I think I would have to say that I'm always calm inside. But that because of the nature of the films that I've made, I have to make sure there's a certain tension on the set, because everything that you've just asked about or talked about involving scenes of violence or whatever, are all done shot by shot, and from a dead start. You know, from a dead start, this isn't an actuality film where a platoon is moving through the jungle and stuff happens and the cameras just happen to be there, maybe for an hour or 45 minutes and then something breaks out. These guys are getting shot or whatever when you say role it; and they might've just had lunch, they might've just broken for lunch or had breakfast or been chatting or whatever. And now you got to get them organized, like they've been coming through the jungle for 45 minutes or whatever. Call action, and make something happen. So I will constantly be aware that the electricity on the set comes from the Director. That the cast and even the crew, the crew is usually more ready than the cast, because they have technical functions to perform which they know if they fail, the shots going to fail no matter what the Actor does. So the crew is always more tense, the Actor knows he can ask for another take usually. So I don't want the idea of another take to permeate my set. I'm interested when I go for a shot in spontaneity, more than perfection. I don't give a damn about perfection in a shot. I'm interested in spontaneity. You know, where something that we're depicting actually looks to the viewer like it's happening at that moment and was not planned.

INT: Will you then sometimes create a tension so that that spontaneity may happen and how do you do it?

WF: Well, I will often take the position that a military commander takes of, you know, making sure everybody hears my voice, that it's loud enough and that they know I'm serious. And so it's not just like, “Fellas, come on, let's get together and try this now, you guys walk through here.” You know, I will take an attitude that makes them understand the importance of the shot, the importance of their execution of it, the importance of not having to do it again, because it's often to setup, for example, bullet squibs on a number of people, it could take an hour or more. And when you add explosions to that, or like gunshots popping in the water, you're talking about hours of setup. And so as the Director of each shot, which may be filmed by more than one camera, often by two or three shooting different elements of the same sequence, you want there to be something in the air that rivets their attention. And that's not easy to do going from a dead start. Like if you said to me right now, “Billy, you know, within the next 30 seconds, I'm going to say something to you and I want you to cry. I want you to produce tears, or I want you to get really angry, get so angered that you pound the table…” you know, you've got to get me in the mood to do that. You've got to provide a context for doing it, and if you don't, I'm just going to be faking it. If you ask something of me that is highly emotional or dramatic, without preparing me, it's not going to work, there has to be a lot of preparation and I have to believe that what you're telling me is the right thing to do in this scene, that it's necessary for the overall continuity, and I have to believe that you have that in your mind, because I as the Actor do not have the overall continuity in my mind. The Actor relationship to the Director is a great act of surrender. No matter who it is, the big stars, they have no idea how the shots that they're giving you are going to be used. Or if, in fact, this shot will be used at all. So because normally a scene is taken from many angles, it's taken not only on me, but on you and if there's other people in the scene, they're photographed as well. So the Actor, at any given time, has no idea the importance of the shot he's doing. And many Actors have way, way in the back of their mind the notion that what they're doing will not even be used. And so there's a bit of restraint on their part. You know, and an Actor, many Actors that I've worked with will often just, let's do it again. Let's do it again. Or the Director will say, "Let's do it again," without giving a reason. I don't do that. I won't say, "Let's do it again," without giving a reason. And the reason has to be very strong. It has to be like, I think this Actor can go further than he or she has gone, or I think that, you know, a light fell down in the shot or the boom microphone came in the shot. I don't just ask for takes to be doing more takes, but a lot of Actors do, because they start out knowing that you may or may not use this moment in their scene and so they hold back. And they've worked with other Directors who say, for no reason, "Let's do it again guys, let's try it again." Or "Let's make it a little funnier or let's, put more intensity into it," and I don't do that. I will try to prepare the Actor for what's happening in the scene, where he or she is at that moment in the scene. What they know as a character, what they've just heard, what they don't know.

INT: Let's look at an example. Samuel Jackson [Samuel L. Jackson] in RULES OF THE GAME [RULES OF ENGAGEMENT], up top when he makes the decision to quote "waste them," it's, there's a moment when he's with some, one of his unit who he realizes has just been killed. And a moment where he's been shot at and wounded, and now trying to see what's down below, makes a decision. It's incredibly intense, on that particular moment, as well as the close-up that you have a little bit later when he realizes what's happened. I'm curious now, you've got a wonderful Actor here, so maybe you didn't need to say a thing. But I'm wondering if you remember creating that and the dialogue that may have gone between the two of you to get him to be there?

WF: Well, you say plenty. You don't just say, "Okay, Sam, let's make a shot here." I tell him what is happening all that I'm going to cover in this particular sequence of shots, and I tell him that you will see everything that you're going to respond to, and he does. I don't just make an isolated close-up of him and not have anything down below that's provoking it. I will stage that action for him, that causes him to respond in character. Now, at least 50 percent of the effectiveness of a shot is due to the casting of the Actor. If it's the right Actor, who is capable of living in the moment, it's going to be good, no matter what the Director does. The rest of it, the effectiveness of the shot is what the Director's doing, which is putting the Actor in the proper mood, and showing the Actor what the Actor needs to be shown to do an effective portrayal. For example, like if you took this camera here, that Chad is on now, that's photographing me, if he put it behind my shoulder right now, the people watching this would see a Kleenex box, a bunch of equipment stowed over there, some lights, some microphones, his camera which is not visible in photographing me, you've got a book of notes there and some other stuff. As the guy being interviewed, I have to put all of that out of my mind. I have to not let my mind wander to the Kleenex box, I have to be responsive to what you're asking me. Now imagine an Actor over here who's asked to respond to let's say 500 people firing--including children, firing weapons at his platoon. And what's, imagine if that wasn't happening. If he just had to do it from a dead start, you know, how difficult that would be to have him put all of that in his mind's eye, only. So what I try to do in a sequence like you've just asked about, an action scene is let the Actor see the action, and prepare him for what the action, what is the significance of the action. And, but meanwhile, we've done all the work before we got to the set about who his character is, and he's read a script that indicates what's supposed to happen. So he's armed with the script, he's armed with the information of how his character's supposed to respond, but in order to get it, as spontaneous as possible, he's got to see it, and then respond in character. [INT: Well spoken.]

INT: In discussing that character with him [Samuel L. Jackson for RULES OF ENGAGEMENT], 'cause that's a complex character, what kind of sort of dialogue are you having with him, because he could've made him, he could've portrayed him far less sympathetically or he could've portrayed him even more sympathetically. You found, the two of you found a kind of fine line of him being intense on what he was doing, willing to go beyond what one would think are the normal rules of engagement, and yet also being a very sympathetic character.

WF: Well, I usually will set an emotional scale from like one to 10, from an Actor, for an Actor in that scene. And with an Actor like Sam Jackson or Tommy Lee Jones, that's almost all you need to do. First of all, I'm aware that Sam Jackson can go to eight or nine like that without any real prodding, but that Tommy Lee will tend to underplay. But I will tell you that working with those two Actors in particular, there's less work that the Director has to do than in other situations. With both of them, once you've had initial meetings about where we're going to shoot, what we're going to shoot, what order we're going to shoot, some participation from the Actor on what he thinks about his character, I'll tell him what I think about his character, and then set the emotional scale for the shot from one to 10, and then we'll go out and do it and I'll see it maybe once and I'll say, "For me that was a six or seven. I want you to push it, I want more, or less. You know, let's back down." Because basically what you're doing in a normal scene with those guys, you know, where they're walking down the hall or you know, just sitting and talking about the old days or whatever, you'll set, you'll direct them like this, “Okay, you come in the door over there Tommy, you walk over to this chair, you sit down, you say something to him, then you get up over here, you take this bottle, you pour it into a glass, take a drink, then you set the glass down, then you shake his hand and you get up and leave.” And he'll say, “All right, let me see if I got this straight.” And he'll repeat all the commands I've just given him, he'll say, “I do that, that, this, this, then this, that and that. Okay, fine.” Then he'll say to the Assistant Cameraman, “Son, would you put a mark down over there, put another mark over here, put a mark on that where that glass is supposed to be. You know, put a mark where the other Actor's going to be sitting. Okay, I'm ready.” And he does it in one take and it's great, 'cause he's prepared, he's ready, to go into any of the bullshit about back-story, which other Actors I've worked with, you have to makeup.

WF: Like I worked with an Actor, who writes a whole novel, about a 330-page novel about his character before he starts to film it and he gives it to you to read. To see if you agree with his interpretation of that character's life. And there are other Actors who want to discuss something that isn't on the page by the Writer or isn't even in the mind of the Director, the backstory. Another Actor let's say, who also was working with Tommy Lee [Tommy Lee Jones] in another film I did, would say, “Well, why do I walk in the door? How come I don't just sit down or, why shouldn't I stand?” And you have to have answers for all that. They're basically bullshit answers or they're basically answers of “Well, like, well, I think it'd make a better composition if you were seated across him,” or often, “Well, let's try it, let's see what happens if you stand.” You know, even though I have a preconception of the shot, and the whole film, I want the Actor to feel as though he or she is a participant and not a dummy. You know, or not just a windup toy. And a lot of Actors need to feel that they're not just windup toys. But with a guy like Tommy Lee Jones or Sam Jackson [Samuel L. Jackson], the less direction you give, the better the performance is going to be. You then, the job of the Director is then to capture their performance, because they don't need to be coddled into it, they don't need to know anything about the character's life before this particular moment, they have all that somewhere. They've thought about it, they've stored it away, you've cast them, and now here's what they're prepared to give you. So there are many different ways of working with an Actor, you know.

INT: Let's stay with the two of them [Samuel L. Jackson and Tommy Lee Jones] for a bit, in terms of those two, did you have any rehearsal time at all?

WF: No. I don't like to rehearse. I used to rehearse for weeks before I'd shoot a film, and then I'd find out that all the spontaneity was lost in it. I rehearsed THE EXORCIST for three weeks and I could've put it on the stage as a play. It was so rehearsed and so lot--and then we'd come to shoot it and it was all flat on the first day of shooting and then the second day it was all flat, it was exactly as we'd rehearsed it, you know, pickup the glass on cue, raise, whatever, all this stuff that had been set in rehearsal, and there was no spontaneity. And so I was working at the time with Linda Blair and Ellen Burstyn and I said, “Listen, forget everything we've rehearsed. Forget the dialogue in this scene. You know, what it's supposed to be about, and just go out and now do it in your own words.” Because they had become these characters. Now, so they improvised, there's a scene where you see Ellen Burstyn putting Linda Blair to bed in THE EXORCIST and they're just talking and Linda's kidding her about whether this Director of the film that Ellen's making within the film is her boyfriend or not, and they've rehearsed the scene 30 times. And so they have the dialogue imbedded in their mind's eye, but now I've said to them, you're free to throw all that out. Well, they're not going to throw all of it out, because it's become a crutch for them, but they know they're now free enough to overlap each other's lines, to add different words, different thoughts, even different ideas that are based on their having lived with their characters prior to the camera coming on. [INT: So in a way the rehearsal still paid off, I realize doing what you'd rehearsed didn't pay off, but by having that rehearsal, they then at least got to really know their characters?] Well, I wouldn't rehearse that way at all anymore and I don't, because I try to cast people that are right for their roles. That's a gut instinct, if I've misjudged it, then I'm not going to get the performance that I'm looking for. There have been times when I have misjudged it, but for the most part, the reason some of the films I've made have lasted or had a life beyond the day they came out is because the performance's are believable, and that the Actors in those roles have become identified with their characters. In some of the films, they'll never lose that identification.

INT: One of the things though, if a character's going through a lot of changes within a piece, so therefore it's a challenging, I mean sometime you're meeting a character and essentially that character we get to know but they don't go through a major change, they don't go through a big shift in what they knew about themselves and the world before they started, where they went. I mean you look at the character in BUG, Peter, that character. He at least from the audience's point of view, goes through an enormous change, from being a quiet, shy, reticent character, to being so intensely overbearing and controlling and I'm really curious to, this was not a, I think a very experienced film Actor, I think an experienced theater Actor, but not an experience film Actor. What you were doing to help that performance?

WF: Well, we would, that was Michael Shannon, and we would agree upon where his character was emotionally. We first had to agree that not only his character, but the whole film, the entire film, is about paranoia, that we've all experienced. Now, what I've just said, I really mean. We are all victims at one time or another, either on a minute by minute, hourly, daily, weekly, or monthly or yearly basis, we're, we all experience paranoia. And what does it take to provoke a response to that paranoia? That was very well charted by the Screenwriter, Tracy Letts, as to what it takes to provoke the paranoia in the character of Peter that Michael Shannon played. His paranoia becomes real. Not just the bugs, but the appearance of certain strangers in his life all of a sudden who seem to be playing a role and some of these strangers actually exist and some exist only in his mind's eye. [INT: But here's a thing, when you're paranoid, you don't know you're paranoid. You think it's true.] True. Yes. [INT: So what I'm saying is well here's an Actor who has to go through these shifts, now we can intellectually talk about what paranoia is, but he can't play that, he can only play, “I believe this,” and you said it, “I believe this right now. In this moment this person is out to hurt me.” It's not that, “Oh, I'm paranoid in thinking,” 'cause once you've done that, you've obviously, you're no longer paranoid. It's when you believe it's true.] I will say to him, in the moment for example, where he stabs the doctor, I will say, “He's here to take you back to an institution.” I don't say to take Peter, I say to take you. I make it very personal. He's here to take you back to an institution, put you in a five by seven room with a cot and leave you there for the rest of your life while they do medical experiments on you. And I will drive that thought into his head as far as I need to. So that when he looks at the other Actor, that's all he's thinking about. Now obviously the other Actors over there, for example, where you are, and Michael Shannon's over here, and when he's doing that, there's a whole crew back there, lights, and all kinds of distracting stuff that makeup the fourth wall, that the audience isn't seeing, and so the Actor has to be able to concentrate and focus on what we've agreed is happening in the moment to him, not on what's out there. If anything, at all, catches his eye out there--and that's why by the way, I'll take the whole crew away from out there when an Actor's playing a scene, not just an emotional scene, but once the crew has done it's work, the Makeup Artist has done her work, hair, wardrobe, lighting, the Cinematographer’s happy with the light and I'm happy with the shot and all that, then we move away to where we're not in the Actor's eye line and at that moment when they've all moved away, I am imbue this Actor with what's going on with him, at that particular time.

INT: Where you also, this is really good, 'cause this is very specific, where you also, for example, there's a moment when he [Michael Shannon in BUG] is finally sort of giving the intense, got to convince Ashley [Ashley Judd] of everything so that she gets and participates. Now part of what you just said is you tell, you've told the Actor, you've told, that what is going on with the Actor. Do you sometimes also tell them what it is that they either want or from the other character, like when he's doing that to her, will you ever use words to describe what the action is that he's doing?

WF: Yes, I mean I'll say things like, “You have to make her understand and believe what you're saying, otherwise she will die, and you want to save her life. Everything you tell her has got to be so convincing to her that she believes it so that she can be saved or this woman who's been so kind and decent and loving to you will just by the accident of her having been involved with you, she will perish as well unless you get this across.” So everything he talks about, the Bilderberg Society that he's trying to convince her exists in the world, you know, that controls everything, controls all of our lives, 'cause most of us think there is something like that anyway. You know, that there's an organization out there and a handful of people, Dick Cheney being one of them, really control not only our thought processes but our entire environments. Now, you know, and that's on the conservative side. [INT: Now you won't say all of this to him, because that's a lot to hear, 'cause, you know, or now I'm actually curious, 'cause you and I are talking, if you're directing me, will you, I mean, I get part of it, you get me to focus, and you'll be very specific about why I'm here. You are not telling me what I want, which was I want to save her.] Yeah, and I'll also give him the emotional clock. I'll say, you're going to start this at around two, and you're going up to 10. And he will now have that emotional clock in his mind, he knows that I'm going to let him cut loose, and he would normally be reticent about going too far, every Actor who's a decent Actor is reticent about going too far. So they're relying on the Director to say, “Did I go too far?” and they're completely insecure in this scene like that.

INT: But will you say, here's my question. I know that in the business of the conversation between people, people hear a certain amount and then they can't hear anymore because they're--[WF: You don't give them anymore than that.] That's what I'm saying. Are you aware, 'cause I know with Actors, you'll be in a scene, I will start to tell them, and I can get long winded and I'll hear them go, “Yep, mm-hmm, I get it, uh-huh.” And I know that they're not getting it, 'cause I've said way too much. [WF: Then you should stop.] I know, but I'm asking you, what do you do in those, are you aware that there's a certain time--when do you know you've communicated, I'm not saying after you said “action,” you see that they did it and then you know that. When do you know in the process of communicating that “Okay, I see I've said enough to get him going”?

WF: Well, you've spent enough time with them before you make the shot to get a sense of what this particular Actor's capacity is to absorb and portray. You get a sense of that. You get a sense of what his or her limitations are, and you don't want to--sometimes you will push them past their limitations, like Ashley Judd, I think, went way beyond her limitations as an Actress in that film, but I felt that she could providing, given the right atmosphere. And she and I, and Michael Shannon and I in that film, had talked a great deal about their own private lives and those things in their private lives that they could relate to, to understand for their characters, things going back into their past. This would not be a situation like what I described you do with Tommy Lee Jones, ”Come in over there and sit over here.” Now you've got to go into, you've got to be able to touch whatever can be touched in a person that will provoke the right response in an Actor. For example, we've all experienced this with a piece of music, there's a piece of music that if we hear it, every single time we hear it, it will bring about the same response. Sometimes nostalgia, often sadness, sometimes even tears. And it's hard to say why that piece of music will do that to someone, but the Director's job is to find out where that piece of music is within the Actor and play that note. You got to play the note, but you have to know what the note is. I mean I direct a lot of operas now, and I work with opera singers who want the same thing that these fine Actors want, which is a psychological underpinning for their characters, and a staging that works. [INT: Now you're talking about here, very much personalization.] Absolutely.