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Focal Point

In-depth interviews with directors and cinematographers by Jim Hemphill

“I Don’t Care If It Never Shows in a Theater”: Steven Soderbergh on sex, lies, and videotape, 4K HDR and the Studio System

Peter Gallagher and Laura San Giacomo in sex, lies, and videotape

Some films make a splash on their initial release and are largely forgotten just a few years later; others are ignored but rise in stature with the passage of time. Steven Soderbergh’s 1989 debut sex, lies, and videotape is one of those rare movies that was a phenomenon in its time and has only gotten better with age, a razor-sharp exploration of the ways in which we lie to each other and ourselves and an inquiry into what those lies say about our relationships, our desires, and our society as a whole. An extremely specific movie about a precise social class and cultural moment, it’s nevertheless a timeless study of issues that couldn’t be more pertinent to our current age, most notably in terms of the role technology plays in creating both distance and intimacy. It’s also impeccably acted, photographed, edited and directed, with a depth of feeling and an economy of expression that earns comparison with the best of Ingmar Bergman – not to mention Mike Nichols and Peter Bogdanovich, two of Soderbergh’s acknowledged influences on the film. It’s a remarkably confident debut, a movie that doesn’t feel the need to force its effects and thus is all the more affecting; the climactic sequence between James Spader and Andie MacDowell remains one of the great emotional set pieces in all of American cinema. A new Blu-ray of the movie is now available from Criterion, and it’s chock full of great supplements detailing not only the making of the film but its evolution over the past 29 years as Soderbergh and sound mixer Larry Blake have continually finessed the picture and sound for various home video pressings. This particular release, transferred from a 4K scan of the original negative, is spectacular and represents the definitive edition of sex, lies, and videotape to date. I talked with Steven Soderbergh the day after the disc’s release and began our conversation by asking him why there have been so many incarnations of sex, lies over the years.   

Soderbergh: Well, I think it was a movie that ended up being around for a lot of different format shifts, you know? When the movie was first released we were still looking at cassettes, and we had the glory of laserdiscs. Then DVDs showed up, so we had to prepare for that. Then high-def showed up and we had to prepare for that. The technology that exists to create these masters continues to improve. So for instance, even though we might’ve ingested the movie at 4K 10 or 12 years ago for the Sony Blu-ray, the scanners that exist today are a lot better – and now we have HDR. So even though, in this case, it was just coming out on Blu-ray, I requested, and Criterion agreed, to create a 4K HDR version of the master in preparation for a time when either Criterion starts making those kinds of streams available or there’s a decision down the road to put out a physical 4K HDR Blu-ray. I wanted to be ready for all of that.

It also coincided with a project that I think is going to take a long, long time, which is to attempt to get everything I’ve done re-mastered and brought into the 4K HDR world. We’ve been spending a lot of time lately focusing on some of the titles that have reverted back to me and that I control. I’m reaching out to all the companies that I’ve worked with in the past to see if they’d be interested in going back and re-mastering the films in this new format. The good news is that totally coincidentally, Fox decided on their own to go back and re-master Solaris in 4K HDR and I just saw that two weeks ago. So we’re chipping away at it.

Filmmaker: When you look back at a movie like Solaris or sex, lies for these new versions, how do you feel about them? You’re such a different filmmaker and presumably a different person from who you were when you made sex, lies, so does it still feel like a part of you? Or does it feel like you’re supervising a re-mastering of someone else’s film?

Soderbergh: A little bit of both. On the one hand, it’s obviously very much a part of who I am as a filmmaker. I’m still making movies about two people in a room. That’s how I started and that’s what I’m still interested in. So I still feel connected to it in that way. It seems totally in line with most of the things that I’ve done. At the same time, looking at something 29 years later, there was an aspect of seeing it through a pane of glass and feeling as though a slightly different person made that. But typically, unless we are doing some sort of remaster, I’m not going back and looking at these things for good reason, which is, I think, that it’s better to look forward.

In this case, I would probably do some things differently now and they might end up doing as much harm as good. I think it’s a very intimate movie. The emotional lives of the characters are right in your lap, and a large part of that, I think, is due to Andie’s performance. The opening section of the film, with her talking and Graham arriving, puts you in a very specific emotional space that’s required for you to lock into the wavelength of the movie. So, yeah, even seeing it now, it seems like a very emotional piece of work from someone who’s often been accused of being clinical or cold.

Filmmaker: I love the sound design in that opening sequence and in the movie in general. Where did the idea come from for all the pre-lapping and post-lapping of the dialogue? 

Soderbergh: Probably The Graduate. I mean, there were a lot of people, as part of the French New Wave and then the British New Wave, experimenting with this idea of unlocking the picture from the sound. I was very intrigued by that, so that whole opening was built to take advantage of the things that you can do when you uncouple those two elements. It was written very specifically to go that way. As it turned out, again, she turned out to be the right vessel to pull people through the story. It’s interesting in retrospect, all these years later, to see how focused the movie is on her experience. All the distance and the time enabled me to see it from 30,000 feet up and I realized, oh, part of the appeal of her character is this idea that she’s not hip. She’s not really with it. She doesn’t really get it. She seems to be the least enlightened person in that quartet. And yet, in a critical moment, she has a clarity that none of the other characters are able to muster. There’s something very appealing about that, watching that transformation happen with her. She ends up having an experience in this conversation with Jimmy Spader’s character that ends up doing something to both of them that neither of them, I think, anticipated. I think that, just from an emotional standpoint, is satisfying, to watch that transformation. All of these characters, without knowing it, are heading into this collision that’s going to reverberate for them for the rest of their lives, but they’re completely unaware of it.

You see it as an audience. You can feel it starting to tighten and you feel like something’s going to pop here, you just don’t know in which direction it’s going to pop or who’s going to get caught in the blast radius, but something’s going to break. I wasn’t conscious of the math of the plotting when I was writing it or making it, I was just going on my sense of “something needs to happen now.” But looking back on it, I feel like, oh, the math of that is pretty clean.

Filmmaker: Yeah, it’s almost like a suspense movie in places. You mentioned The Graduate – what other films did you have on your mind?

Soderbergh: Primarily Carnal Knowledge, I would imagine. This was my variation on that structure, which is a four-character chamber piece, very contained with peaks and valleys in it. That was a movie that had a big influence on me. Obviously, my setup allowed for a larger female presence over the course of the entire film than something like Carnal Knowledge, where the last section of the film is really about Jack Nicholson’s character and his relationship with Art Garfunkel. In trying to do something beyond just imitating a movie that I liked a lot, I decided to give more primacy throughout to these two female characters.

Filmmaker: Something else that’s a little different from Carnal Knowledge is the fact that you have several interesting minor roles and supporting characters beyond the four characters in the chamber piece. I’m thinking about people like Ron Vawter in the psychiatrist role and Steven Brill as the barfly. Because there are so few speaking roles in the movie, did that make each one feel exponentially more important to you, or was the casting of the smaller roles fairly casual? I mean, Brill wasn’t really an actor, as far as I know. 

Soderbergh: No, he was just a friend of mine that I’d spent a lot of time with in an office, waiting for something to happen. That’s very much a snapshot of Brill’s personality and sense of humor based on us being across the desk from each other. In the case of the psychiatrist, Ron was someone who I wasn’t aware of, because I hadn’t spent very much time in New York in the theater scene. The casting director, Deborah Aquila, brought him in. I learned about his background and thought, “Oh, his baggage is actually very good for this. He’s got serious hardcore theater street cred and I want to draft off that as much as I can.”

But you’re right, in any movie with a cast this small, all of the roles become really critical. And even looking at the lead quartet, if anybody there doesn’t bring their triple-A game, the whole movie kind of falls apart. They all have to be equally strong or you’re going to have a problem. You’re going to have an issue where at some point somebody appears on screen and the audience is less interested in that character than the other three. Then you’ve got a serious problem.

Filmmaker: One thing I found fascinating on the extras for the Blu-ray was the revelation that so many people, particularly when it came to the actors’ agents, saw the script as somehow pornographic and turned it down. How aware were you at the time that those discussions were going on between the casting people and the actors and their agents? 

Soderbergh: Very. Deb Aquila was keeping me abreast of all of these conversations that were taking place. And look, I wasn’t totally surprised by that because as you know, there’s a version of that movie, depending on how it gets executed, that you probably don’t want to be in. The writing itself was very spare and you could imagine this going off in a very different direction than the one we ended up taking. So I understood it; it didn’t bother me, I was kind of amused by it. The only time it really created an issue was when Elizabeth McGovern’s agent refused to give her the script. But again, you get who you’re supposed to get, and Andie’s performance, I wouldn’t alter a frame of it.

Filmmaker: She’s incredible. How extensive was the audition process for her and the other three leads?

Soderbergh: We saw a lot of people, and it was tricky. I mean, I knew we would eventually get a group together that would work for the movie, but when I started telling people that I wanted to cast [Andie], they were surprised, because she hadn’t had the opportunity to really show what she could do. She was a model and wasn’t getting a lot of support for branching out and trying to do something that was strictly performance based. But the bottom line is, she came in and read for Deb. Deb said, “You need to see her.” She came in and read for me and I went, “That’s it.” 

There might have been a little ripple of concern at how quickly I decided, with people wondering if some sort of hypnotic transference had taken place. But when she came in and she did a couple of scenes, it was there – it was everything that you see in the movie. It wasn’t like I had to go in and pull this performance out of her. She understood it completely from the get-go. And I asked her, while we were shooting, “You seem to understand exactly what to do, no matter what the situation, no matter how I change things. You seem to know exactly how to behave. What are you using as your compass?” And she goes, “Oh it’s my sister. I’m just playing my sister. So I just think about what she would do or she would say.” So the whole thing felt very natural to her, which is why it’s such a completely unconscious performance. Everything she’s thinking and feeling just seems right on the surface. Seeing it again, I was really struck by it.

Filmmaker: Have you ever had a situation like that where someone gives a fantastic audition, but then they don’t have it when you’re on the set? What do you do then?

Soderbergh: I haven’t had it go in that direction. I’ve had people audition—poorly is not the right word, but I’ve had people struggle during their auditions. What I would do typically then is just interview them. I’ll just talk to them or have the casting director talk to them for 10 or 15 minutes, just so I can see them in their semi-natural state. That helps a lot. There was one instance not that long ago where somebody gave a good audition, but it was the interview portion that really sold me. When I saw how they were when they were just being themselves and talking to the casting director, I went, “Okay, that’s exactly what I’m looking for, so let’s cast that person and I’m going to make sure going forward when we work on the script that we sort of calibrate it to amplify the part of this person’s personality that I find really compelling.” Because I’m aware that auditioning is a very unnatural process. It’s necessary, but it’s just not ideal for anyone. But I haven’t had anybody crush an audition, cast them, and find out that they left it all in the audition room. I’ve never had that happen. I know there are people that have.

Filmmaker: I don’t think MacDowell is the only one who surprised people at the time – Spader, for example, was mostly known as a kind of slimy jerk from stuff like Less than Zero and Pretty in Pink. He has a reputation for liking to really dig into a script and talk about every facet of a part. Was that your first experience working with an actor who was that obsessive about the text? How did you know how to communicate with actors? Had you had any training in that area?

Soderbergh: Since high school, I’d been friends with a lot of people in the drama department at LSU, because they were either part of the film class that I was crashing or were in some of my short films. So I knew all these young, aspiring actors; they were friends of mine, so that process didn’t feel mysterious to me. I’m willing to be whatever director I need to be to get the actor in the right space. And Jimmy is somebody who wants to make sure that he’s explored all the potential avenues, so we had a lot of discussions, all of them relevant and fruitful. Some of the other actors, not so much, so I was going on my instincts, just trying to be the director each actor needed me to be. I really don’t have a lot of parameters other than show up on time.

Filmmaker: Well, in terms of being the best director that each actor needs you to be, do you ever run into a problem where maybe you’ve got multiple actors in a movie and you’ve got somebody who hates rehearsal, somebody who likes rehearsal, somebody who’s best on the first take, somebody who’s best on the eighth take, that kind of stuff? How do you reconcile compatibility issues if they come up?

Soderbergh: I don’t recall ever having a situation where you had to course-correct the whole boat to accommodate somebody’s personality. We make it really easy for people to be nice and have a good time. From the first point of contact through being on set and preparing to shoot, it’s a very, very comfortable environment. If you start acting up or acting out in a way that affects the environment or the atmosphere, you’re going to get a lot of stares. You’re really going to isolate yourself because everyone is going to look at you and be asking silently, why are you acting like this? Because it’s so work focused and it’s so about, let’s get on set and let’s figure this out. That kind of thing comes from the top, you know? If you have a project that’s being run by someone who’s mercurial and likes to manipulate people and play games, then that’s the kind of set you’re on. We just don’t work like that. It’s as clear as it can possibly be, what the priorities are. And also, by reputation, I avoid people that are known to be assholes.

Filmmaker: Has the fact that you operate your own camera now changed your relationship to the actors for the better? 

Soderbergh: Oh yeah, for sure. That’s a huge benefit for me and for them, to have no barrier between what they’re doing and the capture device and the fact that I’m standing right there and there is no video village. There is none of that. The energy of the set is right where the camera and the actors are. That’s it. That’s ground zero for all the momentum. I think the actors really appreciate that. They spend all day acting. Once you walk onto the set, you’re not going back to your trailer until we’re done.

Filmmaker: So when they come on the set and you’re there with the camera and you block it out and everything, they don’t go back to their trailer while you light —

Soderbergh: No, we go right in. We just start. We go right into shooting.

Filmmaker: Got it. Speaking of the camera, watching sex, lies again I was surprised by how active the camera was. I remembered it as a movie with a lot of restraint, but there’s a lot of camera movement. What was your philosophy about how and when to move the camera? And were the fancier camera moves, things like the Vertigo shot on Laura San Giacomo,  planned out ahead of time or were you more responding intuitively to what the actors were doing on the day?

Soderbergh: I was keying off of what I saw in front of me. In retrospect, there were a few times when I’m not sure why the camera’s moving other than the fact that I was so excited that I had an actual dolly that I thought, well, we should use it, which is the classic young filmmaker mistake. I probably should have dialed back a little of it. Generally speaking, I was at least self aware enough to know that the performances were everything, and tried to make sure that the camera was in the right spot to capture the performances. But if I did it again today, there’d probably be less camera movement.

Filmmaker: According to your journal, you initially wanted to shoot the movie in black and white but found out that wasn’t an option in terms of the financiers. I’m curious, what was your approach then in terms of color and contrast? Did you still try to retain something of the flavor of what the movie would’ve been like in black and white? Or once that option was taken away from you, did you just start from zero again, in deciding what the visual should be?

Soderbergh: Yeah, we probably wouldn’t be having this phone conversation if I made that film in black and white. It would’ve been a very, very different movie, and probably less accessible for very arbitrary reasons, which were me just wanting to do it in black and white. That would’ve been a mistake, ultimately. So what I then started thinking about was just a palette that I felt needed this Thursday afternoon kind of quality. In terms of the light and the color, that’s what I was thinking about — a certain time in the afternoon where the day is just beginning to shift from one mode to another. I was always interested in that. There was a female friend of mine in LA, and we were both trying to make things happen for ourselves and met through a mutual friend. Every once in a while, we’d hang out. She had a house not far from where I was staying, and we’d sit in the living room in the afternoon and drink martinis and talk about movies and the movie business. I was trying to recreate that kind of quality in every way, in the staging and the dialogue, in the camera placement and the lights. I was trying to recreate the sense that I had of having these conversations where you felt like there was no one else alive. I don’t think I ever articulated that to anybody, because it’s so vague. But that’s what I was looking for, and I felt that we managed to recreate that quality in that last scene between Jimmy and Andie. Obviously, very different text than when I was talking to my friend, but there are certain shots where I look at the light and think, that’s exactly what it felt like to have those conversations.

Filmmaker: I know exactly what you mean. Amy Taubin has written about how tactile the skin and the environments of the movie feel. She talks about some of that coming from the movie being shot on 35. If you were doing a movie like this today, I presume you would shoot it digitally. I’m curious what you think would be gained and what would be lost by doing it that way.

Soderbergh: Well, it wouldn’t take as long. We had 30 days to shoot that. That looks like a 10-day movie to me right now. You know, pictorially, I might have been able to do a couple of things that I wasn’t able to do then in terms of staging and camera placement, but it would be different. I’m too aware of how important luck is in the moment to think that I could recreate what ended up taking place. I got lucky in a lot of ways that you can’t really conjure; you just have to be open. So, unlike the now 15-year process of trying to re-edit and re-imagine Kafka, I don’t think sex, lies would benefit from me getting too many fingerprints on it.

I’m really, really glad that Larry Blake and I got to go back and solve some issues with the mix, issues that we had always had. We would’ve done this before, but we couldn’t find the edited dialogue tracks. We spent years tracking them down, and finally found them not long ago. And I said to Larry, “Well, okay. So we’re going back in, right? We’re going to go back in now that we’ve got the original tracks.” And Larry was kind of on the fence about it. He said, “Well, I did a lot of work on it with the stems. I don’t know how much benefit there’s really going to be.” And I said, “I don’t know. This just seems like a really good opportunity. Maybe our last one.” Because talk about improvements in technology — just in terms of noise reduction, it’s ridiculous what you can do. And within hours of starting to go back in, Larry emailed me and said, “I’m so glad we’re doing this. You’re going to be so happy. We can pull the noise out without touching the voice at all.” And in a movie that it is really about intimacy, in which I didn’t even filter the phone calls because I wanted the other side to feel as intimate as the on-screen side, to be able to go back and pull this noise out — which was there for no good reason other than not having a long enough cable run on the generator — that was really fantastic and made a big difference, I think, in the climactic scene of the movie.

Filmmaker: What’s the line, when you go back and revisit a film like this to re-master it, between improving what was there before, and when you’re starting to kind of mess with it?

Soderbergh: You have to be careful. In my opinion, all of the filmmakers from the ’70s who went back and messed with their movies should’ve left those movies alone. They made all the right decisions back then and they should’ve just left those things alone, so I’m very sensitive to that stuff, and more prone to go in the direction of the Coen brothers, who made Blood Simple shorter when they went back and looked at it again. We did two minor visual things; one was something that had always bugged me that was kind of, if not a mistake, certainly weird. Andie’s car was a rental car, and it had a sticker from a company in Kenner in Louisiana. It’s very prominent in the frame and it’s always bugged the shit out of me. So I finally asked, “Can somebody take the word Kenner off of that decal, please, because it’s annoying.” The other fix was – and how we didn’t notice this on the day, and for decades after, I don’t know – when Peter Gallagher picks up the tape of Ann’s interview, there’s a tape next to it and it has the same date on it as Ann’s tape. Larry caught that one. He said, “Uh, unless I’m missing something, I don’t think Graham did two interviews that day.” And I said, “No, he didn’t.” So that was the other one that we fixed.

Filmmaker: Watching the movie again really took me back to when it first came out and felt like an explosion. Everybody I knew who was interested in film was talking about it for months before it came out, because of Sundance and Cannes and all of that. I’m wondering if, for you, it felt as seismic, or was the success incremental enough that it didn’t change your life the way those of us on the outside might’ve assumed?

Soderbergh: Each phase was such a surprise that it was not hard for me to put it where it belonged. The sense when we were making and finishing the film was that we probably weren’t going to get a theatrical release because a home video company paid for it, and the home video rights are the most valuable part – what distributor is going to want to make a deal in which they don’t have home video? We felt like we already kind of were on the wrong side of the tracks, in terms of getting a theatrical release.

So when Miramax stepped forward with an offer of $1 million, which seemed crazy to us, that was very exciting. The response at Sundance — again, not anticipated, really exciting. Cannes was a surprise because we weren’t supposed to be in competition. We were supposed to be in Directors’ Fortnight and we got pulled across the Croisette because another film fell out. So it was a surprise that we were in competition. We screened on day two of the festival. Typically, films that screen that early are not remembered very well at the end. We all went there, had a great time. People seemed to like it. We went home and thought that was it. So that was all a surprise. At that point, it’d gotten so ridiculous that I was kind of waiting for the backlash to begin. And it makes you wonder now, if backlash is just inevitable on anything in the environment we’re in culturally and on a technological level. I wonder now if we would’ve survived from January to August, when the movie was released, the gauntlet that every movie has to run nowadays. You know what I mean? There are people that, for whatever reason, sometimes just for the fuck of it, want to hate on something. And given the nature of the movie, I really wonder if by the time August rolled around, there’d have been enough people who just decided, “I’m going to go after this thing.” I feel very fortunate that I came up at the time that I did. It was really hard to get a movie made, but if you got it made, it wasn’t as hard to get people to see it, whereas now, it’s completely the opposite. As I said, it just takes one person with a lot of time on their hands to do a takedown of something.

Filmmaker: Well, it’s interesting, because the next four or five movies you made after sex, lies were all perceived by a lot of people in the industry as failures. I’m wondering how aware you were of the expectations people had of you, and how those expectations changed with each subsequent film, and how you kept all that from messing with your head? Because it seems to me that you had a very clear idea of what you were doing and why and there’s a sort of logic to the choices you were making. But it was definitely not the path that was expected or desired of you from people in the industry and critics and things like that. 

Soderbergh: There were a couple of things going on. First of all, when sex, lies was opening, I had moved to Virginia, gotten married and had a child. My interest in what was happening in “Hollywood” was pretty minimal. That being said, I knew enough about the business to know if you keep making things that nobody wants to see, you’re not going to get to keep making things. But that was complicated by the fact that I was still trying to figure out what kind of filmmaker I was. So I viewed it all as kind of necessary, but was very aware that I was disappointing people. When you do something that people like, everyone basically takes the position of, well, just do that again, which was not in any scenario interesting to me. So the trick was to find new things to do that people liked and sort of move from one thing to another. It just took me a while, and I needed to make those movies. They all taught me things that I needed when Out of Sight showed up. That was really the time that I felt under the most pressure, making that film. I was aware of the stakes. I was very aware that if I screwed this up, I was really going to be in trouble. I had to do a Jedi mind trick on myself and show up on set and treat it creatively as though it was Schizopolis and I could do whatever I wanted.

Filmmaker: I was surprised to hear you say how much tighter the schedule felt on Out of Sight, which was a huge studio movie, versus the independent sex, lies.

Soderbergh: Oh yeah. But that’s okay. I didn’t want that part of the business to be off limits to me, because I knew occasionally there would be projects that were exciting that were studio projects with movie stars in them. So it was important for me to succeed in that instance, so that I had maximum mobility in terms of choices and opportunities. But it’s not for the faint of heart.

Filmmaker: And where do you see yourself going now? Do you think you would go back to making studio movies again? Or are you more just interested in self-distributing and all that kind of thing?

Soderbergh: I don’t know. I mean, look, I think you talk to anybody and we’re all trying to figure out what’s happening. It’s difficult for me to imagine a scenario in which I would literally make a movie for a studio. I’m too frustrated by the way that system works, both economically and creatively. That’s one of the reasons the Panama Papers project will probably end up at Netflix, because it’s right in that zone of movies that the studios are not interested in, mid-level budget movies for grown-ups. We didn’t even take it out. We went to Netflix first and they seemed inclined to do it. And when we had a meeting, they said, “So we’re assuming you’re going to want some kind of theatrical release or festivals?” And I said, “I don’t care. I don’t care if it never shows in a theater and I don’t care if I ever go to a festival again. You do whatever you need to do to get eyeballs on this thing. If that’s the way you want to do it, that’s fine. I’m just telling you, I don’t care.” I have a creative process now that I’m happy with, both in terms of developing projects and then making them and then putting them out. I’m now driven solely by what stories attract me. 

Jim Hemphill is the writer and director of the award-winning film The Trouble with the Truth, which is currently available on DVD and Amazon Prime. His website is

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