"Out of Sight" is juicy -- just as ambitious stylistically, but with emotional coherence and impact. When I first saw the opening flourish of George Clooney ripping off his tie and the jacket of his suit, I was happy to accept it as an expression of anger and frustration, without knowing whether it would fit into the rest of the movie.

Absolutely. But I don't think you can be arbitrary about that stuff. In "Out of Sight" I knew I was going to use freeze frames and zooms and jump-cutting, but I was also trying to be very aware of the reason for each of them. For instance, intercutting Clooney and Jennifer Lopez in the cocktail lounge and the hotel room: The reason I was doing that was because I wanted to make the sense of intimacy and electricity more palpable to the audience. I thought back to that sequence in "Don't Look Now," and how those two scenes of Donald Sutherland and Julie Christie making love and getting dressed suggested an intimacy that was stronger than either of those scenes alone.

As for "The Limey": That is about a guy who cannot stay rooted in the present. He is completely dislocated.

From the start, the cutting in "The Limey" conveys the play of thought and memory, but I wasn't prepared for the cumulative effect. The whole movie hinges on a speech and a gesture that the daughter of the antihero (Terence Stamp) makes to him as a little girl and to the villain (Peter Fonda) as a woman. Via flashbacks, a woman who is dead carries the film's emotional weight -- and turns it from revenge film to tragedy.

I remember the day when the screenwriter, Lem Dobbs, and I were at his house, talking about the climactic sequence and my belief that there needed to be an emotional reason for why all of this happened. We came up with the idea that when finally forced to tell his side of the story, Peter Fonda's character would essentially repeat something that had happened to Terence Stamp's character. And the result is not explosion but implosion.

Looking back at the movies we were riffing on, "Point Blank" and "Get Carter," I realized that I love those movies but they're not the most emotional experiences in the world. They're very compelling and they're pretty cold. And I thought that if we were going to do one of those movies, we needed to have a strong emotional undercurrent. When you see most shoot'em-up revenge movies you don't get too emotionally invested. The combination of how we thought about it and casting Terence and finding that footage from "Poor Cow" helped build the quiet emotional foundation that pays off in the end.

When Lester was in his prime, he would get an idea and get a writer and just go off and do it. Are you able to operate the same way? Would you want to?

I don't have a lot of stuff that I'm contemplating or attached to or developing; I try not to work more than one or two movies ahead of myself. I tend to feel differently about things when I get out the other end of a movie. For instance, there's "Erin Brockovich," which I'm finishing now. Jersey Films had spoken to me about it right after I did "Out of Sight" for them, and it just sounded terrible to me. But when I got out the other end of "The Limey," it sounded like the perfect thing to do; it was so different from my previous two films, and so unlike anything I had made before.

All I know is that it's based on a real-life story about a woman (Julia Roberts) involved in researching a health-related lawsuit against a utility company. It sounds like "A Civil Action."

But it's not about the lawsuit, it's about her, and that's what drew me to it.

There's one courtroom scene halfway through the film that's two minutes long. I just found her character fascinating. And the story was so aggressively linear that it required a completely different set of disciplines than "The Limey" or "Out of Sight." I had to be a different filmmaker to do what I thought was appropriate for telling it. There are movies where you can get away with a certain amount of standing between the screen and the audience and waving your hands. This isn't one of them. You need an understanding of when you need to let things play and not be intrusive. At the same time, I hope you'll absolutely recognize "Erin Brockovich" as something that I've done, because there is an aesthetic at play that relates it to films I've made before. And it does have a protagonist who is at odds with the surroundings; I tend to be drawn to those. Here it happens to be a lower-income woman. It was fun to make a movie where the protagonist was female and was in every scene of the film.

If you're a certain kind of filmmaker, everything is personal, whether a movie is about yourself or not. But I think, for the most part, people who write about film have a very limited idea of what personal expression is and how it can manifest itself. As a result you often find directors being encouraged to make "personal films" when they would probably grow faster and go further if they began to look outside of themselves. That was the real turning point for me: I wasn't interested in making films about me anymore, and my take on things. I thought, "I've got to get out of the house!" And I've had more fun and I think the work is better since that occurred to me. I'm interested in other people's experiences -- filtered through mine, obviously. I'm absolutely as connected to "Erin Brockovich" emotionally as I was to "sex, lies." Some people just either can't believe that, or don't want to believe it, or just don't understand the process. You don't spend a year and half on something you don't give a shit about.

There's a great passage in the book where you ponder an American director's alternatives: "... make stupid Hollywood movies? Or fake highbrow movies with people who would be as cynical about hiring me to make a 'smart' movie as others are when they hire the latest hot action director to make some blastfest?"

What was bugging me was that both those possibilities were equally calculating, which I think is the enemy of good work. Now what I have managed, luckily, because "Out of Sight" was waved in front of me and I jumped at it, is to find a certain meeting place. As somebody once put to me, bluntly, "If you think Hollywood movies are so fucking terrible, why don't you try to make a good one instead of bitching about it?" So I've been trying to carve out half-in, half-out of the mainstream ideas for genre films made with some amount of care and intelligence and humor -- to see if we can get back to that period we all liked in American cinema 25 years ago.

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