Director Mark Waters has made a nice career for himself making movies that are safe for kids of all ages to enjoy (if you exclude his quite excellent R-rated debut, THE HOUSE OF YES from 1997). The PG- and PG-13-rated universe has been Waters’ domain since 2001’s HEAD OVER HEELS and continuing onto FREAKY FRIDAY, the landmark MEAN GIRLS, JUST LIKE HEAVEN, THE SPIDERWICK CHRONICLES, GHOSTS OF GIRLFRIENDS PAST, MR. POPPER’S PENGUINS, and VAMPIRE ACADEMY—not all what you might consider kids movies, but certainly appropriate for most ages.
So imagine my surprise when I saw his name in the credits of one of the most foul-mouthed film of the year, BAD SANTA 2, starring Billy Bob Thornton, Kathy Bates, Tony Cox, Christina Hendricks, and Brett Kelly. In the end, I may not have been fond of the film, but the interview I did with Thornton, Bates, and finally Waters were among my favorite of the year, if only to have the opportunity to have grown-up conversations about the very adult things going on in this movie. Waters is well aware that he is an anomaly in BAD SANTA 2, which may have been a contributing factor to his vying for the directing gig in the first place. Anyway, I had a great deal of fun talking to Waters on this occasion, and I hope you enjoy it as well…
Mark Waters: Hey, Steve.
Capone: Hey, Mark. How are you?
MW: Good, man. How’s your day going?
Capone: Good. I have to laugh: I didn’t realize when I sat down to watch the film that you had directed it, and I thought “Wait a minute, this is a guy has an established track record of PG- and PG-13-rated films.” This is your first R-rated film since your first one, right?
MW: Yeah. I like that when my credit comes up, it’s when a guy is getting tea bagged, too. And you're like, “Okay, so Mark Waters, tea bag, FREAKY FRIDAY, POPPER’S PENGUINS. Great!” I always say, every man talks like this to their brother or to their friends. This is the normal way you have discourse. When I’m around my kids and my wife and my family I talk like FREAKY FRIDAY and POPPER’S PENGUINS. It’s not like it’s a huge leap, it’s just like “I’m going to go in, this is my audience. This is who this conversation is with, with the people who like this movie and I can let it rip.”
And frankly, it’s so relaxing to never have a thought in your brain about whether the MPAA is going to object, especially coming from MEAN GIRLS and GHOSTS OF GIRLFRIENDS PAST, which are hard PG-13 so you have to shave away everything and euphemize everything because you want to be dirty, but you can’t really be dirty. For this, there was just not a single thing we couldn’t do and get away with it. I consciously said whenever there’s sex, I don’t want there have there be nudity. If you don’t have any nudity during sex, you can actually do as much thrusting as you want and make it as vulgar as you want as long as you don’t show anybody’s breast. So we basically had this complete fly zone of anything goes.
Capone: How did they even think to approach you to do this film since this isn’t exactly in the wheelhouse of what you’re best known for? It doesn't sound like it took much convincing on your part to say yes.
MW: Yeah. It’s hard to say. It’s one of those things where they were looking for a director, and the guy who was attached before me was a guy I went to film school with, Doug Ellin. Then Doug got busy with this TV project and he couldn’t do it, and it was just one of those things where I think they took the meeting as a courtesy meeting. It was like, “Well, Mark Waters is interested, we’ll meet him. He’s made some movies we’ve heard of.” I think they just appreciated the fact that like a movie like MEAN GIRLS has a subversive humor to it, while it also has like a little bit of heart at the same time, even though it’s in the teen girl, PG-13 space.
I think after we sat down and had a chance to chat with Billy Bob and with Geyer [Kosinski, producer] and Miramax, they just all were like well, “This guy clearly gets it.” There was an appeal to the fact that I said, “Look, I’m going to deliver this amazing sequel, and we’re going to make another great anti-Christmas movie, but I want to let you know that I’m sneakily also going to give you guys a Christmas movie. By the end of it, don’t be surprised if people get a little choked up with him watching Thurman Merman sing ‘Silent Night.’ and then try to have it work on both fronts.” And I think that had a certain appeal to them as well.
Capone: There are definitely attempts in this film to make it more family-oriented film, literally. It’s about Willie and his mom as the key relationship here. Were there any moments where you had to squash something that maybe got a little too sentimental?
MW: The good thing is, you have Billy involved, and I kind of liken him to Gene Hackman. He’s a guy who’s incapable of lying as an actor—ever single take of every single shot is authentic, and if you try to push him, “Should we take this a little bit further?” He’s like “Eh, it doesn’t feel right.” And there was always this thing of “That could be fun, let’s go for that,” and he would go for it, but if felt like we were trying to squeeze something or make it sweaty, he had a great barometer for that sort of thing. We both knew that conveying real emotion is okay, but conveying sentiment is never okay. I think we both have a thing fork in our brain for when that feels right and when it doesn’t feel right. I think were were able to sidestep having it ever be treacly or obviously trying to squeeze emotion out of people. Instead, hopefully it catches people unaware.
Capone: Were there any rules that you set with this film regarding the first film, in that you didn’t want to repeat any gags? Did you set any boundaries on yourself like that?
MW: Not to be cheeky about it, but in many ways it was the opposite. The script I was given didn’t have enough homages to the first movie in my opinion, or enough acknowledgement of what it was. Billy really came up with this idea of “Let’s do this scene where we have a speech about these caramels and them I spit the pizza on her like I spit the salad on the girl before.” We were trying to figure out a way to show a scene of her struggling to bond with him as a mom again as a part of her long con and showing that he was still not open to it. At first, we tried to do it like as a drama, and then Billy’s conception of the thing with the caramels and making it an homage to the first movie, it became more like a comedy way to achieve the same story point and do a homage to the first movie.
Christina’s character was always going to be attracted to him because he’s dirty, then I came up with this thing about what if Billy has an obsession with “Fuck me, Santa?” Kind of like Jack Nicholson in CARNAL KNOWLEDGE, where he needs it to get it up. And that makes it a funny runner that we had.“Say ‘Fuck me, Santa.’” “What? Don’t be weird.” And that was obviously riffing on him and Sue. I think we had the consciousness of making sure we weren’t leaving the first movie too much in the rearview mirror, that people felt that connection. In some ways, we revered that first movie.
Even that opening image of him vomiting in the alley, I had the first movie on my computer on set choosing the lens and the movement of the dolly saying I want people to know that we are showing the proper respect to the first movie while, at the same time, we put the action on steroids. It actually has way more of a real crime plot. It has bigger set pieces, and the big climax of Santa Con. We knew we wanted to deliver on something that’s going to please the fans, but also hopefully deliver on something that people who don’t even know the first movie would say “Hey that’s a pretty damn good movie.”
Capone: Speaking of homages, I completely forgot that Octavia Spencer was in the first movie. And she’s back here, but I didn’t see her name in the credits.
MW: No, no. We snuck her in. You may not remember in the first movie, she has that joke. She basically says the same thing, “Nothing up my ass. Last time, I couldn’t shit right for a week.” We did another joke like that: “You done took all that, Willie.” And it’s one of my favorite moments in the whole movie, especially when you come back to Billy, and he’s like, “Okay.” [laughs]
Capone: When you first found out about this, were you at all hesitant to take over something from another director? I don’t know what the circumstances were about him not being involved.
MW: Well, you probably are aware of the fact that the first movie had more than one director. I’m sure you’ve heard the stories. It had a confused authorship to it and the involvement of the Weinsteins. If anything, I think the people who brought me on liked the fact that I was an adult and a professional and I could keep the ship on course and make a movie that wasn’t going to have troubles and need to be re-shot and re-edited. We were going to make a great movie at the first swing of bat. I felt enough time had elapsed where we’re hitting a reset button. We’re using these characters, but people will appreciate us having something that’s completely fresh. Certainly the Thurman Merman getting older was I think a hug bonus, because if you’re down to your classic two- or three-year break between sequels, it would have been “Okay, now he’s 11.” It’s not much of a different movie. But wait until he’s 21 and he’s trying set up to pop his cherry, suddenly you have this whole other source of humor to mine that you wouldn’t have otherwise.
Capone: I wrote in my notes that the strange sensation of watching the whole film was looking at Brett Kelly so many years later. It’s freaky that it’s like the same kid in his 20s now. It was an uncomfortable feeling to watch him, for sure.
MW: That is so funny.
Capone: Let me just ask about working with an unfiltered Kathy Bates; she’s shot out of a cannon here.
MW: She’s awesome. She’s Kathy f-ing Bates. I think the fun thing for her was that she just wanted to make sure the pitch was right, because she felt like “I could come in guns blazing with a gatling gun, or I can just be two six shooters,” and she certainly has the capability of blowing it out, but you also wanted to make sure she wasn’t going to blow it out so much that it got ridiculous. So we definitely, in the early going, shot all around the bullseye and we’re like “Let’s see what feels good.”
The great thing is, we shot some of her early scenes with Billy, and it became clear that “This is what the pocket is for making this work.” For me, the two of them are a couple of redwoods in this business, so I’m just walking in, looking up at the trees, going “I can’t believe I get to be here and get to play with these guys.” For somebody who’s worked with young actors and untrained actors and models, where I just stand next to the camera and feed them lines, it’s a real treat to sit back and have a couple of Oscar winners show you how it’s done.
Capone: Mark, it was great to talk with you. Best of luck with this, and hopefully we’ll get to do it again sometime.
