Director James Gray with Victor Arnold on the set of The Yards.

31-year-old director James Gray rose to indie success when his first feature film, Little Odessa, attained critical success. Though it's been a while since audiences have heard from him, he hasn't stopped working. HIs latest film, The Yards, features a powerhouse cast of veterans (James Caan, Faye Dunaway, Ellen Burstyn) and in-demand young Hollywood names (Mark Wahlberg, Joaquin Phoenix, Charlize Theron) alike. The Yards is rock-solid work, made with intelligence by someone who clearly cares about movies. Here, James Gray talks with MovieMaker about directing such a varied cast of actors, and what it takes to stick to your original vision-even when you're dealing with a Weinstein.

Jeremy Arnold (MM): The opening images of The Yards show a very specific image of New York and really set a tone for the film. What do you think the director's responsibility is in creating his or her opening scene?

James Gray (JG): The movie that got me into making movies was Apocalypse Now. In an act of sheer parental insanity, my father took me to see it at the Ziegfeld Theater when I was 10. The opening shot of that movie is the fade in on those palm trees. I don't think I had ever seen anything like it-it was like a thunderbolt to me. I began to think about the way that an opening shot means everything about the movie: Bonnie and Clyde opens with the lips; Apocalypse Now is abstracted palm trees, with the helicopter blades and an electronic sound mix; Raging Bull is this slow motion shot of him boxing with very abstract fog and black ropes. I think it's important for an opening scene not to just create a mood, but to somehow serve as the visual objective correlative to the thematic elements you want to convey.

MM: Were you happy with the opening of The Yards?

JG: I wanted to open without any credits at all-so you would just see those stars and think it looks like space. But the new Miramax logo has the city with speckled lights. When I had it without credits, it looked like that shot was just a continuation of the Miramax logo. But they fucking put that "Miramax Presents" and "The Yards" in between, so that you could tell it was a new shot.

MM: There are a lot of long takes in the film, specifically, the hospital scene where Mark Wahlberg's character walks slowly down the hall and into the cop's room.

JG: That's my favorite scene. It's the slowest scene in the world! There's one shot that's a really slow zoom, which lasts for like 50 seconds! Can you imagine 30 takes of that? [laughs]

MM: How do you construct a sequence like that-the writing, the storyboarding, etc.?

Charlize Theron with Joaquin Phoenix in James Gray's The Yards.

JG: The storyboards turned out to be useless because once I got to the location, it was completely different than what I had imagined. So I stole a lot from a scene in The Conformist, where Jean-Louis Trintignant is being chased through the sheets by the chauffeur. For some reason that stuck in my head and I thought, "Well, OK, Wahlberg silhouetted against these sheets. I'll have an almost mythic quality to the sequence." I remember thinking the audience would be able to maintain interest even if it's the slowest scene of all time. I purposefully directed it with such a slow pace.

MM: Is that why it's your favorite scene?

JG: I love the way it looks-that putrid, fluorescent green. I love the way Wahlberg puts on that mask, which was his idea, because it makes him look so creepy and weird. I love that shot of his eye. I don't know. There are times where you come to the set and the scene doesn't work at all, and you have to fight like crazy. On other days you come onto the set and you say, "Oh, I know how to shoot this." Maybe it's crap ultimately, but it all seems to come together for you. This was one of those times.

MM: Do you ever compromise as a director?

JG: I'm not very good at it. I remember William Friedkin saying once, "It doesn't say on the marquee that it came in on time and on schedule." The movie is the movie, and if it means spending a little more time to get something right, you have to do that. It's that simple. There are, of course, times where you have to compromise to some degree, you have to rethink. Sometimes, the brutality of the schedule will force you to do things that are actually interesting-to come up with a way that's better than what you had imagined. But usually you have to stick to your guns.

MM: What is it that you look for in actors on the set?

JG: You want them to surprise you.

MM: What is it that you don't want to see from actors on the set?

JG: Laziness. When an actor is not committed to a part. When they come to the set, don't know their lines, and think they can just "get by;" that it's an easy scene. They should never feel that way. If they're willing to put themselves on screen, they should be willing to absorb themselves completely in the part.

MM: When you say you want an actor to "surprise you," does that mean you encourage improvisation?

JG: No, I don't like improvisation, as a general rule. I find that it often stands in for an actor not knowing his lines. But having said that, there is a scene in The Yards which was completely improvised-and I love it.

MM: The Yards features performances by Faye Dunaway, Ellen Burstyn and James Caan. What did you find out about directing a cast of Hollywood veterans?

JG: They need emotional modulation. With actors that are that good, you're in a zone where basically all you do is elaborate forms of "do more" or "do less." Like with Faye Dunaway it's always "do less." I would always say to her, "Faye, you have enough talent and you are fucking Faye Dunaway! You don't need to act. Just be in the scene." I drove her crazy. After a while she thought I was incompetent. Maybe she's right! [laughs]

MM: After agreeing to make the movie, how much control did Miramax leave you with?

JG: They insisted on script changes-none of which I really made after a lot of arguments. Then they said, "Well, if you get these actors we'll make it," and they gave me an impossible list of actors to try and get. I wound up getting them, to their shock.

MM: Did you have to deal with the Weinsteins personally?

JG: I dealt with Harvey a lot, and I actually have a lot of admiration for him because while he's brutal, he's not a dumb guy. He's very smart and he has reasons for what he believes, and if he senses that you have passion about what it is you want to do, he'll let you do it.

MM: Brutal? In what way?

JG: Well, he's brutal about money and shooting schedules. The shooting schedule for this movie was 50 days, which sounds like a lot, but it wasn't. The movie has 181 scenes and it's very ambitious with some huge crowd scenes, and I never really had much time to play. On the edit, you really have to justify what you're doing. They want to make sure that their money is well-spent, which you can understand. I don't begrudge Harvey any of his yelling and screaming because I think, in the end, he's the only one out there in the American system that has guts. The Yards is a pretty goddamn unremittingly bleak movie-it takes guts to do that.