As a film about exploitation, it's hard to know in the first part, "Fiction," what's going on. In your words, between the Selma Blair and the Robert Wisdom characters, who is exploiting whom?

Selma Blair's motives are not as pure as they might appear in what she wants and what she's pursuing, and what he's going to get from her. It's all fraught with ambiguity. Robert Wisdom is the lone black teacher on this white liberal arts campus; he's well aware of his status. It's really a story of a girl who gets into deeper water than she realizes. It's a dance that takes place between the two of them; they both try to get something from each other, and the end result is humiliation and degradation and exploitation.

The red box that covers up the sex scene is a domestic ratings mechanism, but it nevertheless gets such a laugh in screenings.

The fact is, the studio didn't want any big red box: It was "over my dead body," they said. But I had it in my contract that I had the ability to put boxes and beeps wherever necessary in order to procure the "R" rating; I feel the audience is entitled to know what they're not allowed to see.

The alternative is to remove the shot, and this is something I found unacceptable. You only get the opportunity to see the red box in this country, and certainly that makes my movie more politically overt than anyone else's has been; it calls attention to something.

I chose red because I didn't want it to be subtle. This is a very darkly lit scene, and I needed a very strong color to pop out so there would be no ambiguity. It's not a mistake; it's right in your face: You're not allowed to see this in our country. For me it's a great victory to have a big red box, the first red box in any studio feature. For the TV network version, we have many boxes and beeps all over the place, but of course I'm not very hopeful this will ever play on network TV.

For "Happiness," when it came to the home video version, there was a lot of pressure for an R-rated version. I said I would put boxes and beeps all over the place, but they wouldn't hear of it, and of course a lot of money was lost.

To make a distinction, by the way, the MPAA is a ratings board; they're not a censorship committee. In fact, the only thing I'm not allowed to do is use the word "censor" -- that's the only word they censor. Do you ever notice on in-flight movies or on TV, they'll say, "This movie has been altered or modified," but won't say it's been censored. Studios are complicit, and there are larger forces at work, even if it's tantamount to a kind of censorship.

How did you come to cast Leo Fitzpatrick as a student with cerebral palsy?

We auditioned a number of people with C.P. We did as thorough a search as we could afford. But I couldn't find someone who could function as an actor as well as Leo could, and I love him. I cast him with the understanding he would do research to acquire some of the mannerisms that afflict someone with C.P. Of course, C.P. is an affliction with a whole range of possible degrees of manifestation; you can be wheelchair-bound, or mentally damaged, or functional with mild and unnoticeable symptoms. I needed the affliction to be apparent enough so that there would be no ambiguity that this is someone with C.P.

Do you spend any time rehearsing with your actors before the shoot?

No, I never do really. The audition is the rehearsal. With some of them I talk quite a bit; the parts are quite delicate and require a certain amount of sensitivity and bravery so I have to make sure they feel good about what they're doing. I always wonder what actors do, when they get two weeks for rehearsal. It's too expensive, but I wonder how that would come out anyway; I'm afraid to find out how little I know. My actors don't really improvise very much at all; it's pretty scripted.

[NOTE: The rest of this interview contains a major plot spoiler.]

Mikey is only 11, but seems already far more diabolical than his parents, who are perhaps only guilty of careless oblivion.

Mikey's emblematic of the moral vacuum in which he grew up. I didn't want a spoiled brat; I wanted a well-behaved, polite little boy, whom some might describe as a demon. I told the little boy, the actor, you want your parents to love you more; you want them to pay more attention to you. And of course the line which he has to use has been handed down from his family, and ironically he's the only one who looks at Consuelo as anything other than a functionary, and tries to engage with her, to understand and explore who she is.

But he has this language that's just this dagger that digs deeper and deeper with every word that he tries to get closer, it just hurts more and more. He spills grape juice; people might be horrified, but he's behaving as he's been told to behave. It's not his role to go and clean up, it's Consuelo's role, and so it only seems natural he should ask her to do that. If she's lazy, she should be fired; there's no vindictiveness.

Would he have grown up to be like his father, or worse?

There is a certain purity of vision about this child, a certain intelligence that can scare you by its unassaultable logic. I think he would have been very successful in this world. I think he would make his way in life very successfully, and had a very nice place in society.

In most movies, the death of the main characters denotes a bad ending, but in your films, that's not necessarily the case.

I don't think there's any moral value to be subscribed to an optimistic or pessimistic ending; it closes for me on a note of ambiguity. I'm not trying to make a feel-good movie, and I'm not trying to make a feel-bad one either, but one that I hope is exploring and examining certain truths about the way we live.

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