Hey everyone. Capone in Chicago here.

There's a smokin' little crime drama about to his screens this weekend called THE LOOKOUT, written and directed by the well-established screenwriter Scott Frank, who got himself an Oscar nom for his adaptation of OUT OF SIGHT, and wrote or adapted scripts for THE INTERPRETER, MINORITY REPORT, DEAD AGAIN, FLIGHT OF THE PHOENIX, GET SHORTY, and an uncredited rewrite of the DAWN OF THE DEAD remake. THE LOOKOUT marks Frank's first time helming a movie, based on his original screenplay, and it's a stunning achievement of understated atmosphere and dead-perfect casting.

Normally, I'm not a big fan of interviewing directors and actors at the same (in fact, I'm pretty sure I've turned down interviews that were set up in such a fashion), because typically you have entirely different types of questions for each and one or the other ends up being ignored for parts of your brief time with them. But after I saw THE LOOKOUT, I realized that the intimacy of the work would probably result in a great group interview.

There's a great collective mindset at work in this film, and I deduced that a great camaraderie probably existed between the cast and crew. The actors in question are Matthew Goode, who plays the film's villain and is probably best known for his work in Woody Allen MATCH POINT, and Joseph Gordon-Levitt, who has turned in one great performance after another in films like MYSTERIOUS SKIN, HAVOC, MANIC, and last year's jaw-droppingly great BRICK.

Before the interview commenced, I spoke with Joseph about time I spent a year-and-a-half ago with his BRICK writer-director Rian Johnson, and the conversation with the three continued from there.

Capone: Scott, I’m going to go out on a limb here and make a bold statement: I’m noticing a trend with your films--you seem to like crime dramas.

Scott Frank: [laughs] Yes.

C: That’s my bold statement! And, after many years of adapting some great books and writing scripts based on other people’s stories, you’ve returned to this genre in your first time behind the camera. What is it about this type of story that keeps drawing you to it?

SF: I’m not sure. I’ve written two other originals besides this: LITTLE MAN TATE, which isn’t a crime drama, and DEAD AGAIN, which I guess is kind of a crime drama. I love thrillers because you can do everything in a thriller. You can have romance, you can make them funny. There’s just something about them. And, also for me, I think there’s a little wish fulfillment--they have characters who are often a little bit of what I’d love to be, you know, were I four inches taller and just, generally, more manly.

C: I know you’ve had this screenplay for some time, right?

SF: Yeah.

C: Has it always been your intention that this would be the one you direct? Or, did that just sort of happen?

SF: No, Sam Mendes was going to direct it first, back in ’99, because I’d started it about 10 years ago. And then, David Fincher was going to direct it, and then he went off to do ZODIAC instead. It was sitting there, and I really was at a point where I didn’t want to rewrite for another director.

C: So, he was the last director attached to this before you took it over?

SF: Yes.

C: Joseph, since you left television, you have committed yourself to these darker, more serious films. I guess I’d ask the same question of you: What is it about those kinds of film that is drawing you to them?

Joseph Gordon-Levitt: It’s just because these are the good scripts for which I was able to get the part. It’s rare to find a good script, and when I’m able to find one, I try to get into it. Sometimes they let me in, sometimes they don’t. [laughs] For some people, it's easy to get work. What I think it rare is finding good writing. I think that the reason a lot of dark stuff seems better is because we call it dark because it’s got both dark and light to it. And, that complication is what makes it good. A lot of the movies that they call lighter movies, I think, are just thin, because they don’t have any darkness. And, I don’t think THE LOOKOUT is all dark at all. It’s got a lot of hope. It has a lot of uplifted-ness, a lot of, like, ‘don’t give up’ and good positive things in it, as well as some horrible, tragic, terrible things in it.

SF: Hopefully, a lot of humor.

JGL: Yeah. At the screening we just had in Austin at SXSW, people laughed a lot. It’s a fun and funny movie. That’s my favorite kind of comedy, the stuff where you’re not pandering and reaching for punch lines. It’s just that the human beings you’re portraying are whole enough and strike the right chord that it makes the audience laugh.

C: How did it go at last night’s screening? How did the audience react? [There had been a screening of the film the night before, after which the three men did a Q&A.]

SF: We came in at the end, so we weren’t there. They were awake, which I took as a very good sign.

C: As a first-time director, Scott, although you’re not new to the process of filmmaking, how would you rate yourself? What’s on the screen now, is that pretty much how you wanted it to be?

SF: Oh, you know what…No, nowhere close to what I had in my mind’s eye. I learned years ago that disappointment is part of the human condition, and especially, part of the artistic condition. Even as a writer, what was in my head never made it to the page. I don’t know what happens in those few short feet from my head to the page, but it gets lost. I don’t know how that works, because I’m always so clear, and what’s in my head is always so much better than what happens. And, this is writ large: it’s all your disappointment on a huge screen. And, you die a little death every day when you see how you’re only getting a very small percentage of what you really want.

And, only you know that, what you really want. There are so many factors involved. I keep using this phrase, I say, trying to effect your vision is like picking a lock with a wet noodle. You can’t do it. And, then, at night, you watch dailies, and all those disappointments you thought you had the day before, they’re there--and then some. And then, you even see more, when you die another little death at night. You just have to live in that disappointment and accept that that’s just part of the process. And, I watch this movie, and I wish I could make it again. Now. Right now, go back and do it. But, it wouldn’t be the same. It wouldn’t be alive. It would be a dead thing.

And, I think that what I like about it, as I come to terms with it, are the flaws, are the ways that I didn’t get what I wanted, because I know I was trying for things. I know there are flaws everywhere…in the script, they’re in the storytelling and my filmmaking choices, but I feel like it’s all of a piece. And, it feels like me. That’s what I really like. I can see myself in the process, and that, I think, is the most satisfying thing. If I didn’t relate to the movie at all, that would be a very scary thing.

C: Okay. I’m sure your actors are happy to hear that you’re disappointed [general laughter].

SF: I'm not disappointed with the actors in any way, just in myself.

C: Speaking of mixing the dark with the humorous, Matthew, your character is the devil, I mean, he’s that seductive creature who’s shows you how great thinks can be if you just do this one thing, which of course leads somewhere terrible. Anyone who knows the sort of films you’ve done before is going to be shocked. I didn’t realize it was you for the first 30 minutes of the movie that you were in. What drew you to this? What is it that made you just have to have this part?

Matthew Goode: I think a huge element is the fact that not coming from or being involved in the Hollywood system, you’re always looking for some entry point into American films. I really wanted to make it in America. There’s not a huge industry going on in England right now, and there hasn’t been for some time. There’s a slew, since FOUR WEDDINGS AND A FUNERAL, of romantic comedies. That was the first time that England had made a movie that did incredibly well in America. And, it’s not Richard Curtis’s fault, at all--and I really mean that, it’s not, at all, but because of that success, people are trying to repeat that formula. And, when you’re a sort of middle class boy like I am, then there aren't a huge amount of options for you.

So, I was in L.A., and a good script’s a good script, and Scott’s is a great script, and I read it. I connected with the character just immediately. I said, That would be so much fun. I kind of think it’s very three-dimensional, and, yes, he is the devil. But also, I just loved the scenes and I loved the dialogue. And, I could picture it as I was reading it. I kind of just thought, Wow, I’d really love to do it. And, it was extraordinary that they allowed Scott to go with some English bloke.

[SPOILER ALERT]

SF: You say he’s the devil--and I think you’re right--but when I was cutting the movie and when we were scoring the movie, I found myself really sad when he left the movie. And, if you notice, the music when he finally dies is not bad-guy-dying music, it’s actually really sad. When he kind of breathes out, I said, No, no, no, there should be a really sad cue right here, because there’s something really entertaining and charming about this guy. And also, in the back of my mind, always…from the very beginning of the writing process, he was the only guy who told Chris [Gordon-Levitt's character] the truth about himself. So, in a way, even though he was pretending to be his friend, I always thought that Gary really liked Chris and actually felt betrayed by Chris. That was sort of the point. He really believed that they were friends in his own bizarre way and was as befuddled as anyone when he died. I thought it should be a sad moment.

[END SPOILER ALERT]

JGL: I think he’s devilish, but I don’t think he is the devil. And, I don’t think Chris is an angel. That’s what’s cool about this script is that it’s not absolute, it’s not black and white. And, that’s how the world is. There’s no villain that’s totally a bad guy, and there’s no hero that’s totally a good guy. Most Hollywood movies would have you believe so, because it’s easier and because, I don’t know, they think that audiences will only understand it if characters have only one trait, but that’s not how human beings are. And, it’s boring to act stereotypical caricatures like that, and that’s what was so cool about Scott’s script is that they’re whole human beings.

C: There are no real monsters in the world.

JGL: Right.

C: That’s really what you’re saying. Every person in history who has even been called a monster is actually just a human, which makes their actions so much worse.

JGL: And, every good guy is probably some sort of sexual deviant. [General laughter]

MG: I always liked the fact that there’s no attempt to over-explain things with huge amounts of exposition about why is this person, why do they want the money, why they’re actually doing it, blah-blah-blah. And, in some ways, it helps you. At least you can come from a psychological basis of understanding. But with this…that was one thing about the sad music. I wrote my character a really sad backstory about why he was doing it, so I found it quite moving.

C: A film like this almost begs you to look at the subtext. It’s almost a fight for your character’s soul, Joseph, between the Jeff Daniels character and Matthew’s character. And, also about the lengths that people will go to to lead a normal life, maybe not even an extraordinary life. But, your character isn’t even looking for that. He just wants to be able to function in the course of a day. Where does that come from? Where does that struggle come from?

SF: Well, I think we struggle every day. We decide every day with who we are, and there are a thousand moments in every day where we think about who we are in that moment. And, I think that both Jeff Daniels’s Lewis and Gary are both fighting over him, but for reasons that have to do with their own isolation. Lewis is a lonely guy, he wants him to open this restaurant that Chris would probably never open in a million years. Lewis is imposing that vision and ambition on Chris, because Lewis doesn’t want to be alone. He’s probably had eight of these guys, you know, that he’s helped over the years, and he doesn’t want to be left alone.

And, that’s always what I thought, and so, even though it’s not a criminal act that he’s trying to seduce him into, he is trying to make him feel…It helps Lewis for Chris to feel disabled. And, he uses that because he needs to feel needed by Chris. And, the minute he starts to not feel needed or threatened by either a woman or Gary or whatever, it makes him feel threatened. So, he kind of latches on tighter.

And, Chris doesn’t want to be this dullard from Kansas. He really believes that if I have the money, I’m good. And, everything is all about ‘for me’. The underlying theme is all about identity and who they are. What he really wants--he doesn’t want a normal life, he wants to find the road back to his old life. That’s really what he’s trying to do. He really wants to be who he was.

And, I think the only small victory he has at the end of this movie, in my own mind, is that I think he’s a better guy now than he was back then. He might have been a little bit of a dick back then: rich kid, beautiful girlfriend, star athlete. Yeah, he was charming and good looking and all that, but he was probably an arrogant dick. And, I think, now, he’s probably more connected to the world and himself in a real way than he was then, living a more authentic life, even though it’s not charmed, than he had four years earlier.

C: There’s a real thread of frustration that runs through the film, too. Joseph, whether your character wants something he had before or to get along with his parents a little better. Where does that come from?

JGL: I think frustration is an easy thing to identify with. We all can come up with something that we don’t have and think that, well, I’d be good if only I could…this, if only it were for that. It’s kind of an escape or an excuse to alleviate ourselves of the responsibility. No, it’s right now, here it is. You can do it. With Chris, he keeps thinking about the past, so I don’t think that was difficult to imagine at all. I think that’s one thing that everyone of us can identify with certainly. You can always come up with something: ‘If only…then everything would be okay,’ but nothing’s okay now.

MG: It’s frustrating being an actor anyway. [everybody laughs]

SF: Sometimes, I would frustrate him on the set, and it would be great. One night, we were having a conversation, and it was going nowhere, because I was overthinking it. Yet, I kept going. I wanted him to be completely befuddled. All I was going to do was shoot him in the bank vault when the deputy shows up. It was, like, what am I thinking about while this is happening? And, we have this conversation, and finally, Joe got really hip to what I was doing, and he said, “You know, in MYSTERIOUS SKIN, I had this scene where I’m getting raped, and I really just thought about nothing.” It was great, because he was all…in the scene, I could see when we were shooting… [mimics Joseph's blank expression].

C: We were talking about Jeff Daniels before. Obviously, he’s the elder statesman of the group of actors. You both had scenes with him. What did you learn from him? What did you gain from having him there?

JGL: Yeah, elder statesman’s a good way of putting it. He’s so solid, just a veteran and a pro. A comforting presence always. Always comforting, even though…I mean, for me, it was just so great to have him there, because he was calm, he never flipped out.

SF: He was hard on himself, you know, but never hard on the process or hard on me.

C: Is he easy to direct?

SF: Very easy to direct, because he’s so committed. Once he decides to be there, he wants to be there. And, these were unbelievably difficult conditions, especially for him. He’s out in his slippers in the middle of an ice field, you know, and he’s never, ever complained. He’d make jokes about it. He was always a pro and a trooper, and he got a real kick out of working with these guys. He really appreciated their talent and would frequently tell me how good they were. He was really glad to be there, and he really enjoyed the process.

MG: There are no frills and flowers to his acting. Even if it’s something that involves quite [a lot of effort], you can see it all in the eyes, all the thoughts are there, and at the same time…it’s just total economy. Really very economical. That’s what I learned. So much can be done by doing so little.

SF: He has control of himself in a great way.

MG: Yeah, he’s so relaxed.

SF: I’d walk up to him sometimes after a take, and before I’d even [open my mouth, he’d say] “A little less, right?” He’d turn around and walk away.

MG: Just a great presence, as you said. The presence is what is so great about him. I had watched THE SQUID AND THE WHALE, and I’m always quite scared to meet people whose work I’ve really enjoyed…

SF: We all watched TERMS OF ENDEARMENT one night. And, he’s so good in that movie. It was fun to see him at their age.

JGL: I struggled the whole time. Playing Chris was really hard, and I kind of almost had it in my head that if it wasn’t really hard, then I was doing something wrong. And, I think Jeff helped provide a complementary view to that, which is, sometimes the best way to do it should be real easy, because even though he does work hard, he has a pretty easy time of it. It’s like--I don’t mean to make a weird comparison--but if you listen to someone like Ella Fitzgerald sing, you can tell she’s not straining at all. It’s really easy. It kind of just easily comes out. And, that’s how he is. He’s real passionate and cares a lot, but I never felt any struggle.

SF: Even his choice in terms of how to be, because that really came from him. I had been struggling with what we were going to do to convey his blindness. He called me up one day and had just spent the day with someone who’s blind and said, “If you didn’t know they were blind, you wouldn’t know they were blind.” He said they looked, for all intents and purposes, they looked regular, and occasionally, they would look in the wrong direction and occasionally their eyes would sort of lose hold of themselves for a few seconds, but for the most part, they appeared to be sighted.

I was thinking about using scars, I’m watching SCENT OF A WOMAN to see what Al Pacino did…and again, it’s a perfect example of what these guys are saying: he did very little with that. He was really relaxed, and you believe he’s blind. Every now and then, his eyes will roll, but he…

MG: What people have said about head injuries [Gordon-Levitt's character is in a terrible car accident in the beginning of he film that results in brain damage] and stuff, with those two things--the blindness and the head injuries--so many actors would go for big performances. And, it’s not that all those huge amounts of thought aren’t there, it’s just that it’s done in an incredibly naturalistic way, rather than in a Hollywoodized manner.

SF: And, again, we didn’t want to…I keep using this quote, because it’s so funny to me. David Fincher kept saying, when he was going to direct the movie--and it stayed with me--“This is not a retard movie.” It’s not him acting all crazy, it’s not a lot of quirks or MY LEFT FOOT.

C: I’ve heard people try to compare it to MEMENTO. I understand why they might do that, but it doesn't fit. It’s not even close to that.

JGL: That’s from the trailer, not the movie.

C: Right, that’s really what I’m talking about…

SF:…which really makes me nuts.

C: So, how authentic is the brain injury part of it?

SF: Very, I think.

C: Joseph, with respect to the condition itself, did you do anything to find out about people who have this unusual memory disorder?

JGL: Yeah, I hung out with a bunch of people who have been through similar things. And, everybody’s different. Traumatic brain injury is not like a disease, and the brain is such an intricate little thing that if you get hit, every single hit to the head is going to produce a different condition. But, yeah, I just took different elements from different people that I had met and kind of put them together. Did a fair amount of reading, although for me, reading--it depends on the role, but especially when playing a character like this--can only go so far. Reading’s kind of headier, as opposed to spending time with people and kind of letting it soak in.

C: Did you go to any of those group sessions, like the one scene where you’re writing out what a typical day is like for you?

JGL: I went to one class, actually, at a community college in L.A. for people with traumatic brain injuries. And, they were making a video. It was a filmmaking class. They were writing something, and they were going to make it. The final project probably was going to be a lot more charming than most stuff coming out of film schools now. I only went to one classroom like that. Most of the time, I was spending more time with just one person, one on one. And, I spent some other time with people who hadn’t suffered the injury, but who worked for people who did.

SF: Again, like with blindness--Joe probably already said this--you meet these guys, and so much of it is internalized. And, the other thing, which is why I cast Joe, is they’re very angry. There’s a real core anger in a lot of them, and in this character in particular, I want him to have a lot of anger, much of it directed toward himself. But, if you play anger on screen for any length of time, it just becomes surliness, which is really unappealing.

And, so we had endless conversations about how the old Chris would somehow peek through. And, you could see every now and then, because the old person does come through now and then, and you can see how he was charming once, you could see even the strength that he had every now and then, like when he stands up to Gary and says, “I’m not going to do this.” There were times when you’d say, Okay, this is the old Chris for a moment here. And, a lot of actors can’t do that, because even though there’s sort of a blank thing going on, you know, they’re walking and chewing gum in a way that’s kind of tricky, you know, to have the anger there and you can see it and, at the same time, there’s something else going on.

C: The same acting process question for you then, Matthew. Did you have any sort of role model for your behavior?

MG: No. I don’t really know. Do I have a role model for every play I’ve ever done? It’s always about use of imagination…and I sat and I do my homework, like I worked on my [American] accent. I gave myself a backstory. We never really discussed that.

SF: No, when you just said it now, that was the first I’ve ever heard of it.

MG: Which I really like. I like actors to have their secrets. That’s why I don’t really like talking about my process, because I don’t really know what my process is. And, if I don’t know what it is, then when I’m trying to define it for an audience, I’m just going to come across looking like a complete prick. I like to have secrets, and I like having secrets that…I mean, you might discuss it with another actor, but this person doesn’t need to know that.

So, it was kind of thrilling for me to be thinking about my story, because it kind of fills out for him…Why would he?…you know, all those little things. I never know what I’m necessarily going to do. I’m working with my voice and things about posture and stuff. I never really know what’s going to happen until I start working with the other guys in the scene, and we will have happy accidents, which starts us thinking other things about the scene or character. No, but obviously…I watched a lot of “West Wing” [laughter erupts] I certainly based it on “West Wing.”

SF: I saw a lot of Martin Sheen in your performance [laughs].

MG: That helped with the accent a little bit, but not really. I went back to New York for a month before I started this, so I could be in America. It’s a different culture, but it’s being in America, because obviously, it’s the only time…Allison, my girlfriend, was there, so that was good.

C: So, would you be willing to tell us one backstory thing about your character that would surprise us?

MG: No.

Capone: No? Okay.

MG: Sorry, that's on a need-to-know basis.

C: Scott, what are some of your favorite crime dramas. What are the things that inspired you in your younger days?

SF: Certainly DOG DAY AFTERNOON. I loved that. And, SERPICO.

MG: Quite heavy.

SF: Yeah…CHINATOWN. I mean there were a lot of films and a lot of 40s films. I loved LAURA. Too many to mention, really. I also loved BELLMAN AND TRUE, which was a British bank robbery movie. I think Richard Loncraine directed that. Awesome. I loved that movie, and I think it got me thinking about wanting to write a movie, a more character-based story involving a bank.

C: A lot of those films you mentioned have that humor you were talking about, too.

SF: Absolutely. And, there are a lot of great crime novelists, and I think the books are more often inspiring to me than…

C: Like who?

SF: Man, another long list. I love Charles Willeford. He’s one of my favorite, favorite crime novelists. I love James Lee Burke. I like the edgier, darker stuff. But, I read a lot of Dashiell Hammett, too, when I was just starting. I remember when I was writing DEAD AGAIN, the transition from LITTLE MAN TATE, and I’m writing the script in a different way, and I read “Red Harvest,” and it completely changed the way I wrote scripts forever. Just that style, not that voice, but that style--very terse, saying a lot with a little. I really liked the way he did that.

C: Let me talk a little about casting here. I read somewhere, even back when you were doing interviews for THE INTERPRETER, that you were casting this movie and having trouble with casting the lead.

SF: I actually did interviews for THE INTERPRETER? Wow!

C: At least one that I dug up.

SF: My head wasn’t in the sand?

C: I understand you had Ryan Gosling at some point for your lead in THE LOOKOUT?

SF: For a little while.

C: Why was it so hard to nail down a lead for this film?

SF: Well, when Fincher was going to do it, we were working with Leonardo DiCaprio, and that was the $80 million version of the movie. And, before I even started the casting process, before I even knew about Joe and seen MYSTERIOUS SKIN and had known anything, [producer] Walter Parkes and I were talking about casting the lead. I wanted to make this movie and didn’t want to make the movie with a movie star. And, I saw a movie called THE BELIEVER, and I was really blown away by Ryan Gosling’s performance in that movie.

MG: He’s a great actor.

SF: I was really impressed with his work in that movie. And, he and I spoke for several months, and he was attached and we talked about it, but I think Ryan wanted to make a completely different movie, a really different movie. And, with great mutual respect, we parted company, and it was the right thing, because it wouldn’t have been this movie. And, I don’t think it would have had the humor or a lot of other things. I think he and I could maybe someday make another movie, but not this one.

And then, what was good about that, I said, Okay, I really want to look at who’s good out there. And, what was funny is after spending eight months and really meeting everyone, the one person who was really good is sitting here.

And then, whereas with Ryan, I sort of said, Okay, here’s someone who’s really good. But, when I cast Joe, I was actually really excited about casting the rest of the movie. It became alive for me in a way that it hadn’t before. Then, I decided, okay, for all of these next three parts, I want to feel the same way I now feel about my guy.

Luckily, we were waiting for winter, so I could really take my time. And, I did torture Matthew over months, but I felt really good about the decision. I knew I had the best actor available. And with Jeff and with Isla [Fisher], with every one of them I felt that way.

C: Isla and Matthew are both cast in ways that I’ve never seen them play those types of roles before. Was that intentional?

SF: I wasn’t trying to do anything other than find actors I thought were really great. Initially, when Matt was mentioned, I went, “That guy?” And then, he came to the office, and he was clearly closer to the guy he plays in this movie than the guy he plays in that movie.

MG: Look out motherfucker! [laughter erupts]

SF: And, Isla Fisher, the same thing. I really just wanted great actors that I would be really excited about. And, I like the idea, for me personally, just to keep me creatively inspired, I wanted to have no expectations. I really didn’t want people with a lot of baggage, who were so public where everything was known about them, I really wanted to make it possible for you to get really lost in the movie and get lost in them as characters.

Capone