When I chatted with Richard Kelly several months ago, I walked away with the impression that THE BOX was going to be a smart, but largely conventional suspense flick based on Richard Matheson's super-short story "Button, Button". I was cool with this, but what I really wanted was a return to the unsettling ambiguity of DONNIE DARKO (the theatrical cut). I wanted to return to the his subtle nightmare vision of suburbia, which dragged early-80s Spielberg into the demented zip code of Lynch's BLUE VELVET. THE BOX may not be a return to that kind of form for Kelly, but it's definitely an intriguing aesthetic push-pull in its own right. It's a little like watching a 70s-era Disney movie directed by Alan J. Pakula. Just when you think the film is setting up to be an easily-digested, desperate-times parable (in which a good-hearted family conquers the evil forces out to destroy them), Kelly veers into the realm of the paranoid thriller. Add in a Bernard Herrmann-esque score from the Arcade Fire brain trust of Win Butler and Régine Chassagne (with Owen Pallett), and the mood quickly grows darker. THE BOX is about decent people rudely confronted with a life-altering proposition (push a button, earn $1 million at the expense of a complete stranger's life) - and when they compromise (in a moment of extreme weakness), their punishment is anything but swift. As I learned in our last interview, THE BOX is a very personal film for Kelly. The mother and father characters, played by Cameron Diaz and James Marsden. are loosely based on his parents, while the 1970s Virginia setting is a callback to the director's youth. For reasons that he won't definitively articulate, Kelly is paying homage to his childhood with an unsettlingly dark science-fiction yarn. There's something gnawing at this prodigiously gifted filmmaker (visually, this is his most polished work to date), and I hope he never tells us what it is. The less he explains, the better. Kelly and I both arrived early for our interview, so we killed some time talking about movies and the precarious state of independent film distribution. After briefly discussing the cinema of Gaspar Noe and Lars von Trier, we moved on to the TWILIGHT series. Ergo, when the time came to start interrogatin', I led with this...

Mr. Beaks: We're living in a TWILIGHT world now, right? When are you going to throw your hat in the ring to direct one of these things?

Richard Kelly: (Laughs) How many are there going to be?

Beaks: Five? I'm not sure. The third one's got a director...

Kelly: They've wrapped, haven't they?

Beaks: I believe so. But the fourth film is still out there for the taking.

Kelly: Well... wow. I don't even know if they would ever be interested in someone like me. I'm certainly keeping an open mind. I've never had a more open mind than I do right now, having made three movies that are all very personal and straight from my bone marrow. Now, more than ever, I think I'm open to doing something that isn't an original or that's something from another script. I'm just trying to keep my mind open to any possibilities that might present themselves. (Laughs)

Beaks: Well done. Before coming here, I read Amy Taubin's review of THE BOX. And I agree with her when she says the film stays with you long after you've left the theater. A lot of this is due to your refusal to make this a simple parable ala "Button, Button". I'm honestly not sure what you want us to think by the end of the film. And this is actually true of all three of your films. You enjoy inducing cognitive dissonance.

Kelly: It's a constant, ongoing discussion. I'm always trying to be more accessible. And that was certainly a very specific agenda with this film: trying to reach a wider audience while trying to hold on to the way I like to tell stories. I wanted to make a film that, like DONNIE DARKO, knocks you for a loop and leaves you with your head spinning, but sticks in your mind and leaves you wanting to revisit it and experience it again to search for more clarity. It's trying to have the best of both worlds. The last thing I want to do is make a film that is so crystal clear that there's never any point to discussing it again. (Laughs) Like, "I got it! Delete from system and move on." It's a balancing act of trying to connect with enough people to where they're saying, "Okay. I got it, but I'm still thinking about it." It's an ongoing discussion, and I'm definitely aware of it. We certainly tried with this film to, particularly in the conclusion... it draws itself back into the emotional intimacy of what this film was ultimately about, which is this husband and wife and their child. It's a microcosm of the nuclear family. That is what has been put in the crosshairs by Mr. Steward and his employers. It was trying to find a way to make sure that we were able to hopefully create a conclusion that people will have a strong emotional connection to, one way or another. If we can succeed in doing that, the greater debate of some of the more complex science-fiction in Act Two, that can be discussed. But the hope was to make sure that we were arriving at a conclusion that had a very specific emotional statement. (Pause) It's so hard to discuss this without giving away the ending. (Laughs)

Beaks: I know. I've interviewed you three times for this film, and I was really excited for today because I've finally seen it. But then I was like, "Oh, wait. We still can't discuss the ending." I had this same problem with WHERE THE WILD THINGS ARE. That's not a spoiler-laden film, but I didn't want to talk about my emotional reaction to the final shot of the film. I felt like if I did, I'd be cheating our readers out of having their own emotional response. But, you know, it's rare that I get to have these kinds of discussions with people who've made a film at a studio. And I'm beginning to think it's not a coincidence that these films have been made at one particular studio: Warner Bros.

Kelly: Yeah.

Beaks: Of course, every studio is going to give you notes and try push you in a more commercial direction, but it seems that Warner Bros. is willing to take a chance on letting the artist be an artist.

Kelly: I ultimately ended up having a terrific experience at Warner Bros., and got to make exactly the movie I wanted to make. I actually figured out a way - and I say this with complete sincerity - to enjoy the notes process. You can fight it and let it drive you crazy - because you get good notes and not-so-good notes. But you can find a way to incorporate the good notes in a way that's from your own sensibility. They're suggesting, "Why don't you try this?" but you figure out a way to address their concern in a different way. It's like a tennis match, and lobbing the ball back in a constructive way that you feel good about. The good news is that the studio understood the story. They agreed on the ending. It was just about fine-tuning the path in different places - and trying to answer enough questions where we felt like we were safely in the realm of acceptability in terms of it not going too far or becoming unnatural or a betrayal of what the essence of the story was supposed to be. I'm very thankful to Mr. Matheson for coming up with this idea. It's absurd and mischevous; it almost feels like it comes from ancient myth. We had our blessing from Mr. Matheson, and I think the studio saw that and understood fundamentally that it is an idea that can be sold. I'm grateful for that.

Beaks: You say all of your films are personal. When you're going from the heart, can you still step outside and examine the film as a random audience member?

Kelly: That's a challenge that every filmmaker faces: holding on to your objectivity. It's particularly challenging with a film like this, which I have a strong attachment to. Given the personal nature of the material, and the historical references in the film, I have a responsibility to the events at NASA. I also have a responsibility to my parents. Hopefully, I've introduced fiction into the equation in a way that's respectable and not a betrayal. I definitely at times found myself so emotionally attached to the film, I almost had to take a step back and rely on my colleagues and partners - who I really trust - to make sure we were in good shape. Sometimes it's tough, also, when you have a huge amount of additional material that you've shot - because we had a three-hour rough cut with this movie. When I found out that the rough cut was three hours, I wanted to jump off a building. I was like, "How am I going to get this down to [115 minutes]?" Because I knew I had to get to 1.55; that was etched in stone. And I was just scared that I wouldn't be able to get it to 1.55 in the correct way, where we ended up losing something that we should've kept. But at the end of the day, we found ourselves there, and I think we wound up with the best possible result. It took a bit longer than we thought, just because we had so much material and the CGI on Langella's face. You can't start finishing CGI until the picture is locked, because you can't say, "Oh, we don't need this scene." It's like, "The money's been spent. It's burned. It's gone." That ended up stretching everything out. It's kind of like running a marathon. Editing a film is always the most difficult part of the process for me. I'm trying to get better at that so that it isn't so difficult - because it's supposed to be the most fun part. Everything's finished and you're hanging around in a room. But I've talked to a lot of directors [who say] it somehow becomes excruciating. The best metaphor I can use is Laurence Fishburne in [THE MATRIX] with those two electrodes attached to his head: Hugo Weaving is bitch slapping him, and he's just trying to keep his shit together. (Laughs) That's sometimes how it feels when you're editing a film. I think now, having gotten through the third film, that it'll get easier because I think I'll try to get a handle... I don't ever want to have a three-hour rough cut again. That's too much material. A lot of it was terrific stuff. We covered our bases so much - and that was good because we had no reshoots. There was not one day of additional photography on THE BOX. That's good. It means we did our job, and we had so much to choose from. It's a blessing sometimes, because we didn't have to go and spend that money and put it into CGI or something else - in your contingency, you always have that money set aside for additional photography. But it's essential for me to try to continue to get better, to try to continue to make my job... more fun. That doesn't mean I won't continue to work my ass off, but try to make yourself such a well-trained athlete so that you can really... I look at it like tennis. Like becoming a really great tennis player.

Beaks: So there's no wasted motion? Is that the idea?

Kelly: And so you can anticipate everything, all of the different balls being hit. Sometimes being a director is like hitting against one of those ball machines cranked up to ten. I'm always trying to get better as a director. For me, there's a comfort zone knowing that you're with a studio, because they're your partner. They're going to release your movie. To have a studio on board from the beginning, it makes me feel a lot more comfortable.

Beaks: This three-hour rough cut, was that due to the length of the script?

Kelly: We ended up adding a lot of additional scenes just in case. We were shooting digitally, so... there was more discussion between Arthur and Norma before they push the button - so much to the point where we'd shot way too much of it. That was the big thing: getting to the button push at minute twenty-four. That was a big discussion in the edit. Should it happen earlier? Should it happen in minute twelve? And that was too early. You need to see them vet the offer. You need to see them think about it. Otherwise, it makes them look bad; it makes them look selfish. There were also a couple of action set pieces that we cut out of the film that were really well done and effective. For the library sequence where Arthur goes through the water coffin, we shot this whole chase scene where he ends up getting teleported to this underground NASA laboratory, and these guys follow him through. It was like an endurance test they were putting him through to find the different paths of enlightenment in these towers of water. We spent a day shooting it, and it's really fun and suspenseful with jump-out-your-seat scares. Arthur's hiding sort of cat-and-mouse in this warehouse full of boxes. He finally outruns them, and then he ends up in bed with his wife drenched in water. At the same time, Norma's having this huge dream sequence, which is big and visual, where she sees her son suspended over this massive pit. It's really surreal stuff. But it had a bunch of CGI, so it was never really finished. That library sequence could be about four minutes longer, but that stuff never survived to the complete CGI pass. It kept getting put aside because a) audiences had a hard time understanding what it was without the finished CGI, and b) they didn't understand why he was being chased. We thought we needed a big action set piece in the middle of the movie - and it was really hard to cut it. But, ultimately, people were more interested in the intimate, emotional stuff; the emotional crisis for Arthur and Norma. So this expensive set piece got removed. There was another big set piece toward the end, where they end up in a padded room - it's actually still in the trailer. They wake up in this padded room, and then they walk out into this massive facility that looks like something from a James Bond movie. It's this big location we found in Boston. But, ultimately, it was more that kind of traditional action set piece, psychological-endurance-test kind of stuff that doesn't add much to the story other than more thrills and action. It just makes the film longer. If that stuff went back in the movie, it would be six to eight minutes longer. But it just wasn't necessary to tell the most important part of the story, which was [Arthur and Norma's] journey. But you do spend a lot of time having big debates about that stuff. The editorial process is very emotional and time consuming.

Beaks: Were any of these jettisoned scenes scored?

Kelly: Yes. It's funny: Win and Regine loved the chase, but it kept going in and out of the movie. So they were finally like, "You know what? We're going to score it anyway." Just in case there's ever a longer version of the movie, they scored the whole thing. [Kelly and I now go into a spoiler-heavy discussion of a cue from the end of the film. Basically, I thought a certain piece of music ended abruptly (not in a bad way), and wondered if there was more to that scene. Kelly said there wasn't.]

Beaks: That's interesting. Obviously, I love their score.

Kelly: The band pretty much had final say over how their score was edited. And I was more than comfortable allowing them that. When I cut their score in, Win had a few notes, and Regine had a few notes, but I was more than fine with their notes because they understood the story so well. It was the easiest collaboration. They actually helped keep me sane and emotionally grounded throughout the whole process. They were an extra set of eyes. The saw twelve or fourteen cuts of the movie, and they were constantly there to give me thoughts about the cut. They were really helpful.

Beaks: But if they had final say on how the music was cut, doesn't that mean they had some say on how the actual film was cut?

Kelly: That was something I promised them. I said, "Don't worry. I know you're signing contracts here, but, as a filmmaker, I promise you that you're going to be happy with how the score is cut. And if you're not, let me know." I trusted them with that. And at the end of the day, we were on the same page. We maybe had a short little debate here or there, but I trusted them. It's their music. They understand how to deliver, and they understand story. It was a very specific collaboration with people I have so much respect for as artists. This was not a traditional composer-for-hire situation. It was something where they invested a lot of their time and energy into creating this specific kind of music. They were really proud of it. And they just wanted to make sure that it was used and edited properly - and I don't blame them.

Beaks: So are they film buffs?

Kelly: Mm-hm.

Beaks: Could you, like, reference a cue from a specific Hitchcock film and know they'd pick up on it?

Kelly: When I met Win backstage after their show in September of 2007, before we'd started shooting, I handed him a script and a CD of Bernard Herrmann's VERTIGO. I was like, "If you get a chance, try to read it." I didn't expect to hear back from him; I figured it was just a long shot. But he called me the next day and said, "Regine and I read the script, and we had a really strong emotional connection to it. We think this could be really cool. Keep in touch." So when I wrapped, I sent them the rough cut. I don't think I sent them the three-hour rough cut, because... (Laughs) and that was really an assembly. I shouldn't say "rough cut".

Beaks: It was your "chaos draft".

Kelly: It was the "Talking Fox cut". The "Chaos Reigns assembly". (Laughs) But I think I sent them the two-hour, twenty-five-minute cut. Then they did twelve demos, and they were like, "If you don't like the demos, tell us you don't like them now because we're not going to keep going." And the demos were fantastic; they were so on the money. And then it was just about getting to the finish line, and making sure they were protected. At the end of the day, it was something everyone was happy with. This was not a regular composer-for-hire job. This was a massive collaboration with an additional artist that had a significant amount of power - which I helped facilitate. They had creative control.

Beaks: Without you giving up control of the film?

Kelly: Right. Normally, when you sign a deal with a studio, they can use the score to sell vacuum cleaners with CGI cartoon characters and dead people; they can score a theme-park ride with it. We wanted to make sure that was not the case ever with their music. I was more than happy to give them as much creative control as possible. And the score will get released at some point. Right now, they have a new album coming out, so their record label doesn't want to be throwing something else into the marketplace. I think they're going to put the score out in conjunction with the Blu-ray/DVD release, but I'm not sure. That's why I did the prequel music-video thing on YouAreTheExperiment.com. I just wanted to get the music out there, and give people a little taste of it. But they really want people to discover the music as part of the theatrical experience. There's something exciting about having to go to the theater to hear the score, as opposed to just having it on iTunes. You'll be able to get it on iTunes later on. That's actually a really cool philosophy that I agree with them on. Because the music score business has become such a boutique thing. I don't know of any studio or record label right now that's excited about releasing a film score. The expense of releasing it doesn't even balance out with the income. It's sad, because I love film scores. I have them on my iPod. It's some of my favorite music. I wish there were more people who felt that way.

Beaks: So did they use 70s instrumentation?

Kelly: Yes. The score was recorded over four days in Toronto. It was two days of strings, a day of brass, and a day of percussion. It was recorded at the Canadian Broadcasting Corporation in downtown Toronto, and all of the musicians were obviously classically trained. But there was a specific style that they were going for: they wanted it to sound very vintage and raw; they wanted the strings to sound rough around the edges. And they didn't want everything to sound all glossy and... computer smoothed-out.

Beaks: They didn't want Pro Tools.

Kelly: Right. They wanted it to sound like a vintage 1970s score. And a lot of the additional instruments that were used were very specific to the 1970s. They used a lot of Mellotron and stuff like that.

Beaks: If I were to place the score anywhere in Herrmann's oeuvre, I'd say it's definitely reflective of his 1970s collaborations with Scorsese and De Palma.

Kelly: Yes. Definitely.

Beaks: And you've also replaced the parable feel of Matheson's story with that 1970s paranoia. More than any other film, THE BOX reminds me of Philip Kaufman's INVASION OF THE BODY SNATCHERS.

Kelly: Yeah. That and THE PARALLAX VIEW. Any film that involved government paranoia or conspiracies, like THREE DAYS OF THE CONDOR, where you felt like there was someone watching you. It all comes back to an era in which surveillance was more dependent on human beings than computers. Now, it's a bunch of geeks sitting in a control room with a joystick.

Beaks: It's ENEMY OF THE STATE!

Kelly: (Laughs) Yeah. We're much more isolated by our technology. There are probably cameras on us right now. There's something about the technology in the modern era that's made us feel safer. There's obviously paranoia that still exists, but...

Beaks: We're accustomed to it.

Kelly: It's almost like that line from the "Gummy De Milo" episode from THE SIMPSONS, where Homer is accused of sexual harassment for grabbing the candy [off the rear end] of the babysitter, and perverted Groundskeeper Willie is hiding in the bushes with his video camera. At the end of the episode, Marge says, "As long as everyone's running around videotaping everyone else, justice will be served." (Laughs) It's one of the many prophetic lines of THE SIMPSONS; maybe if everything is on camera, we won't be so paranoid. But at the same time, there's an extra level of paranoia. Everything you say or do can be photographed and kept on record. So this movie, with its button unit and very simple conceit, could only work in the era in which it was written.

Beaks: As you said earlier, the nuclear family is under attack in this film. And as in DONNIE DARKO, the family in THE BOX is a good, happy family. Everyone loves each other. And, for whatever reason, there are outside forces trying to destroy that. This is a recurring theme in your work. Is there something that bothers you about the demise of the traditional nuclear family?

Kelly: It's troubling. And those forces have only gotten stronger, the forces that can tear a family apart. We're so much more fragmented as a society; there are so many technologies that pull us away from each other. In DARKO we did a late 80s family, and in THE BOX we did a 70s family. And in 1976, there is no way a young Walter would say anything as vulgar as the stuff we hear in the dinner scene from DARKO. But in the twelve years that passed between the two movies, there was a huge cultural shift. And now, in 2009, there are kids looking at porn under the table on their iPhones - and their parents probably don't even know about it. (Laughs) It just continues to shift. I could make dozens and dozens of films about the nuclear family. In THE BOX, we really tried to put it in the crosshairs. And when you get into Act Two, and the bigger conspiracy at work, with all of these people focused on the behavior of one husband and one wife... their decisions could have massive ramifications on the rest of the world. It's actually a blessing to have something that emotionally intimate to focus on at the end of the day. Because when you get to Act Three, you can let all of those other mysteries go and really focus it in on two people and a [redacted 'cuz it's a huge honkin' spoiler]. That's actually what I'm most interested in. I want to know if people think Arthur made the right choice. That's a big ethical question. And then all of the evidence to support that choice from before. Was he given enough clues? I actually think the film has a fairly optimistic conclusion.

Beaks: That's interesting. I disagree.

Kelly: But I really do. I mean, they take the [sorry, see the movie].

Beaks: Huh. I certainly had a different take on that final shot.

Kelly: That's good. It's open to interpretation.

As it should be. THE BOX opens wide on November 6th, 2009. Check it out. Faithfully submitted, Mr. Beaks