The directors he reveres range from Richard Lester (Getting Away With It features an exhaustive Q&A with the director of A Hard Day’s Night) to Jean-Luc Godard. Giant posters of such Godard rarities as Les Caribiniers and Bande á Part dominate Soderbergh’s Burbank office. “Godard is a constant source of inspiration,” he says. “Before I do anything, I go back and look at as many of his films as I can, as a reminder of what’s possible.” But the director Soderbergh probably resembles most is that master of many genres, Howard Hawks, who cannily, craftily improved just about every story he got his hands on.

Many of your characters are spinning out of control and then find their way, from James Spader in sex, lies, and videotape to George Clooney in Out of Sight and Julia Roberts in Erin Brockovich.
Protagonists in my films tend to be at odds with their surroundings and/or the people around them. This is what I liked about Erin. She was more interesting than a fictional character. Somehow, when you’re writing fiction, it’s hard for the characters and the situation not to seem constructed. Erin was there full-blown and she drove the narrative, and you thought, “God, now what? What is she going to do?” Because she can be as self-defeating as she can be successful. You have to work back from that and say, “What’s the best way to put her and the story across?”

You brought more realism to that film than your average studio director would have. At the same time, you were working with a major star. When you looked at Roberts’s work every day, did you see what a star brings to a movie?
God, yeah. She was ready to go. She was on the blocks, day one. It was a great time to get her. I’d look at dailies and understand why she was a star and why she has the career she has and that you can’t—though we do—put a price on it. Some people have it and some people don’t. She’s got it—a lot.

Clooney’s coming along as a producer-star. You’re working together on Ocean’s Eleven.
He’s got all the tools. There’s nobody quite like him around his age, who has the kind of vibe that he has. He’s a man. He’s not a boy. George’s thing is, “I don’t need any more money; what I want is a legacy of movies I can look back on and feel good about.” He’s very pragmatic, smart. He knows why he makes the choices he makes, and he understands dispassionately the result.

Warner Bros. sent both you and Clooney the Ocean’s Eleven script?
We got sent it simultaneously without knowing that each had been sent the script. I called Warners back the next day and said, “I want to do it.” And Lorenzo [Di Bonaventura, Warners’ production chief] goes, “That’s good, because George read it and he wants to do it.”

So you and George worked out the deal structure?
Our whole deal was, “Remember those Irwin Allen [producer of The Poseidon Adventure, The Towering Inferno, et al.] movies with 15 stars—wouldn’t that be cool?” There’s only one way to do it: Come up with a formula that everybody adheres to. And the bottom line is, nobody’s getting what they normally get, up-front [salary] or in the back-end [share of the revenues]. The studio said, “This is how much back-end you can have.” It’s a slice of a certain size, and we all said great. It was led by George, and Brad [Pitt] and Julia [Roberts] said, “We’re in.”

The film noir The Limey was designed as a vehicle for Terence Stamp, complete with footage from his 1967 film, Poor Cow.
[Writer Lem Dobbs] and I decided on him before we did any work, which was great, and so when I called him on the phone, I was very anxious because I didn’t know him. I didn’t even know anybody who knew him, or what I was in for, but I wanted him and luckily he wanted to do it. He’s a dreamboat.

While the storytelling in The Limey is quite innovative, your next picture, Erin Brockovich, was a more conventional crowd-pleaser.
Erin Brockovich is not the place to be standing between the audience and the movie screen, waving your arms. Coming off The Limey, I wanted to try a different discipline that was really pleasurable. I thought, “I need to let my interest in fragmented narrative go for a while,” and Erin just seemed like the perfect antidote. And then coming out of that, I was ready to do something a little harder.

What attracted you to Traffic, which you made at USA Films after the major studios passed?
Back in ’96, I was thinking about drugs, like, what role do they have in a person’s life, and culturally, what are the reasons for the way we view them the way we do? So it was in my mind that I didn’t want to make a movie about addicts. When I found out that Laura Bickford owned the rights to the Traffik [British Channel 4 TV] miniseries, I said, “I know what to do with that.” And we started that process.

Why was it so hard to set up? Stephen Gaghan’s script read like an accessible thriller, like Costa-Gavras’s Z.
You’re stoned! Oh, it’s compelling, but it was hard for me to describe what it was like and who the audience was going to be. I was hard-pressed to come up with a drug movie that had made money. And it’s long: two hours and 20 minutes. Most people haven’t seen Z, which was the model we were using. It’s not an unreasonable thing for someone who is spending $49 million to ask, “Can you give me a taste of what’s in store?” So I talked about things like The French Connection.

Harrison Ford was originally slated to play Traffic’s role of the drug czar whose daughter is hooked on drugs; he then stepped out, and the role was taken by Michael Douglas. What happened?
This was something very different for [Ford]. I talked about how I’d like to work with our run-and-gun approach, that in addition to operating [the camera] I would be the director of photography and there would be a lot of available light and it would be moving really quickly. And with two cameras, he would spend more of his day acting than any other movie he’d been on. He seemed very jazzed by that. But I also knew that this was not a slam dunk. He never said, “I’m in and I’m doing it.” While this process was going on—and the deal by which he would take $10 million, half his usual price, which he was totally open to, was being conceptualized—we fixed Robert [the character Ford was to play] and found a way to make him the emotional center of the movie. And [then] he said, “I don’t feel like this is what I want to do right now.” I wished it were otherwise, but I’m a big believer in instinct. If something’s holding him, do you want an actor on the set who doesn’t want to be there?

[For his part] Michael Douglas really enjoyed being able to spend most of his day working instead of waiting. There were a couple of key emotional scenes where we were moving so quickly that it enabled him to stay right there, and there would be a break of two minutes between one angle and the next. I was really impressed, performance-wise, at how readily he fell into the low-key, naturalistic approach that I was trying to maintain. It’s not a movie-star performance. It’s a very secure performance, and it comes from someone who doesn’t have to show off anymore.

You shot this movie yourself, mostly, using a handheld camera, which must have been logistically complex, given that the picture has 110 principal roles and was filmed in nine cities. Why do this project that way?
I’d been refining the idea of doing a run-and-gun movie over the last couple of films, trying to make things more naturalistic, and this seemed to be the one to do it on, because of the subject matter, the size, and the short schedule. Shooting this way helped us to be able to get it done in 54 days, [with] what started as a 165-page screenplay. And the momentum was maintained from beginning to end, which is great for the actors.

[As for doing the cinematography myself], it was a natural progression. I was trained as a still photographer. I shot my short films, and Schizopolis. I watched the [cinematographers] whom I worked with very closely—too closely, probably, for them. It’s very comfortable for me.

You easily could have filmed it as a more glossy, conventional thriller, with a boom-boom pace and music pumping. Your way is more daring.
The riskier thing would be to do it the other way. What you’re selling is that we’re giving you a snapshot of what’s going on right now, and if it doesn’t feel like that, then people are going to check out. Any attempt to gloss it up would be rejected, whether consciously or subconsciously. The intent of the film didn’t line up with that sort of traditional Hollywood film approach.

Are moviegoers tired of the same old formulas?
They’re tired of all the same movies that feel like they were directed from the back of a limousine. I know I am.

Is that the reason so many filmmakers, such as yourself or even a more traditional Hollywood filmmaker, like Joel Schumacher, are becoming interested in the ultra-realistic Dogma-style moviemaking philosophy?
It’s used in an attempt to get at something that feels emotionally honest and immediate. There are similar things happening in writing right now. I’m intrigued by what Dave Eggers [A Heartbreaking Work of Staggering Genius] and David Foster Wallace [Infinite Jest, Brief Interviews With Hideous Men] are up to because it’s in service of trying to get at an emotion. Eggers’s book wouldn’t be as powerful if it weren’t so deconstructed. For the first time since I can remember, somebody has written a book in that format that is actually moving. And Wallace is after the same thing. It’s going on quietly, but I think it’s a huge thing. In movies, the formal choice has to be appropriate to the material. I’m trying to sort out now how much of that feeling I can bring to a movie like Ocean’s Eleven, which is very stylized. You derive a certain pleasure from the artificiality of watching a big caper movie with a bunch of movie stars. And I need to be careful not to subvert it needlessly and piss the audience off, because they want to be entertained. [But by the same token] you have to resist the impulse that when you have a movie of a certain size with certain people in it, you must execute it in a way that is consistent with how those movies are normally done. If I have Michael Douglas, then I have to do it a certain way, because that’s what people will want—I don’t think that’s true. I think if you do something that is consistent with the intent of the material, people will go in whatever direction you want.

Sometimes too much realism can be a problem, as was the case with Clooney and Jennifer Lopez’s infamous trunk scene in Out of Sight as you originally shot it.
With everybody encouraged to be auteurs, [directors] tend to not talk about the importance of people like [Out of Sight producers] Jersey [Films]. I was bouncing everything off these people, I got notes from them. My idea was that by shooting this lengthy scene in a single take, the sense of emotional proximity would be increased. You were sharing their experience exactly—you were in there with them for the same amount of time as they were. And then it would be great to watch the emotional ebb-and-flow of the scene uninterrupted. The Jersey people knew I was wrong. They would just smile. So a day and half, 45 takes later, you watch it in dailies, and as a self-contained shot, it works. It’s like a short film. My belief is that the period between when you know you’re going to get together with somebody and when you actually get together is the most electric—we know it’s going to happen, and then we have to wait for it to actually happen. I was trying to elongate that for as long as I could. And I had two performers who understood that. It was only when I watched it in context with the rest of the movie that I realized how wrong I was. It was so obvious when I had our first preview. It was comical how the audience literally turned on the movie at that point. It just ground the film to a halt. What I should have understood is that every time you cut away and came back, you bought so much, because the audience filled in the gap for you.

After sex, lies, and videotape, Hollywood anointed you the next big thing. Robert Redford and Sydney Pollack asked for meetings. But you followed sex, lies, with Kafka, an $11 million art film!
That was all calculated. I wanted to try a lot of different stuff, ’cause when you start out, you feel like, “I can do anything.” It takes you a while to realize, “No, you can’t do anything. In fact, here are the things you do well, and here are the things you don’t do well.” [As far as Kafka is concerned], I don’t do well with material that is inherently cold. The experience of it I wouldn’t trade for anything: I got to work with Alec Guinness and Jeremy Irons, and Prague was amazing. Going from Kafka to King of the Hill was a result of my wanting to have the experience of making a picture that was a little warmer.

I’m good at finding a piece—whether it’s Out of Sight, which is a melodrama, or a star-crossed romance—and finding a way to make that story satisfying for an audience, so that they don’t feel like they’re getting hit in the forehead with the points that you’re trying to make. I’m a good neutralizer for material that could very easily tip over into being just obvious or irritating or pedestrian. You come up and you realize, “Okay, I’m not Fellini. [Laughs] I’m not one of those people who come along and alter the landscape.”

But you did—sex, lies, and videotape actually altered the indie-film landscape.
Because sex, lies, and videotape made a lot of money at a time when films like that were not making any money; that’s why we’re talking about it today. If it had made half a million dollars, things would be very different right now for me. [Laughs] That movie bought me so many mistakes. It bought me the luxury of being able to make King of the Hill and Kafka.

In the case of The Underneath, a little-seen caper film you made in 1995, you thought it was a disaster even as you were making it.
I knew it before we started. But I want to be very careful here not to denigrate the efforts of everybody who worked on that movie. Nobody knew that while I was making it, I was miserable, and that I felt it was a broken-backed idea to begin with and that I had not been rigorous with the material and I had not come up with a way to make it distinctive. I disconnected so far from the excitement that made me want to make movies. It took sitting on a set and wondering if I wanted to be on a set anymore to shake me awake. And so in many ways, it was the most important film that I made.

I woke up one day and said, “If you feel you’ve lost yourself, then you need to retrace your steps.” And so I literally went about re-creating the conditions in which I made my early short films. I thought, “I’m gonna go back home, get five people together”—four of them were the ones I grew up with, making films—“and I’m going to start over.” And we made Schizopolis. It was like my second first film. I think everything since then has been much more fun to sit through.

I was a baseball pitcher as a kid, and I was really good, and then I woke up one morning. I was 12, at my peak, and I didn’t have it anymore, whatever that thing is that makes you know that you’re better than the other guy. I still had the technical skills, but that thing was gone. It was an overnight thing—the next game I played, I got hammered, and I never recovered. I knew when I woke up that morning when I was a kid—I knew that it was over, that I didn’t have it. When I had that experience while making The Underneath, the feeling was different—because I understood that I could get it back.