William H. Macy Answers Every Question We Have About Boogie Nights

On his visit to a porn set, Burt Reynolds’s “clueless” attitude, and making Paul Thomas Anderson laugh — and smell — during that killer shot.

William H. Macy assumed he was the victim of a racy prank. After a decade-plus of TV guest spots and supporting film roles, his career-changing moment had arrived in the form of sad-sack Jerry Lundegaard, the struggling car salesman who proved to be an even more inept criminal in Joel and Ethan Coen’s Fargo. Macy had fought for the role, and it paid off with an Oscar nomination. With his stock on the rise, the search for the next meaty gig was underway, and he couldn’t believe the script and character that his representation was suggesting.

“I thought I was being punked by my agents,” Macy, a now 14-time Emmy nominee, recalls of reading Paul Thomas Anderson’s modern classic, Boogie Nights. Set in the late ’70s and early ’80s, the second feature from the then-27-year-old filmmaker explored the “golden age” of porn through the eyes of rising star Dirk Diggler (Mark Wahlberg). The naïve youngster experiences the highs of his new fame and lifestyle followed by a string of drug-fueled lows. Macy plays hangdog assistant director Little Bill, a man who is nothing if not dedicated to his craft — unfortunately, his wife doesn’t feel the same way about their marriage.

Played by real-life pornstar Nina Hartley, Little Bill’s wife (as she’s officially credited) constantly, and blatantly, cheats on him. “Shut up, Bill, you’re embarrassing me,” she barks at him for daring to interrupt her while she’s having sex with another man on a towel in a driveway as a group of onlookers surrounds them. The unlucky-in-love pushover finally reaches his breaking point in Boogie Nights’ most shocking sequence. Just over halfway into the film, Anderson employs a long tracking shot to follow Little Bill and his arrival at a 1979 New Year’s Eve party just before the clock strikes midnight. He’s searching the house for his wife only to find her engaging in her extramarital hobby again in a backroom. The camera then stays with him as he quietly retreats outside to his car, grabs his gun, returns inside, and shoots his wife and her latest lover. Stunned, the partygoers immediately stop the in-progress countdown, with Little Bill giving them a big smile before he kills himself.

Unlike Fargo, Boogie Nights didn’t earn Macy an Oscar nom (those went to Anderson and co-stars Burt Reynolds and Julianne Moore), but it helped solidify his status as one of the best character actors working, as evidenced by his diverse 45-year résumé.

What’s the first thing that comes to mind when you reflect back on Boogie Nights?
The company. There was such a gathering of massive talent, starting with Paul Anderson. He was so young and such an impressive fellow. And then as I got to know that cast, everybody was just stunning.

What’s your memory of the film coming into your life?
I thought I was being punked by my agents at first. They sent me the script and I read it, and it was a lot raunchier and more explicit than the final film. It was absolutely an X-rated script. So I called my agent and said, “Are you having me on?” [Laughs.] And they said, “Nope, New Line says they are down to make this film, but it’s got to be an R-rating,” and that came with certain rules, which were idiotic.

I mean, just to get off on a tangent: I’ve got two daughters, and there’s stuff when they were growing up that I did not want them to see, but the MPAA board would allow these ultraviolent graphic things to be seen by kids, and then they would make a big deal out of a woman’s breasts. And I thought, Oh, you poor babies, get into therapy, you’ve got problems. Boogie Nights was the perfect example of it. We had to reshoot a scene with Nina Hartley because they said she can screw, or she can talk, but she can’t do them both at once. So we had to reshoot a close-up of Nina so that you didn’t see what she was doing, and you could cut back and forth. Jiminy Christmas.

Boogie Nights was released a year after Fargo, for which you were Oscar-nominated. Were you already noticing a difference in how you were being viewed in the industry?
It’s an excellent career move to get an Academy Award nomination. I don’t know why I didn’t do it earlier! But it takes a surprisingly long time for the wheels of Hollywood to turn, so I was just starting to feel the residual effects of that big hit. And when Paul called, I met with him at the Formosa Café, and, as I was used to doing, I read the script one more time and prepared my pitch to get this role: what I thought Little Bill’s through-line was, his objectives, and what the film was about. And I met Paul and he started talking and I couldn’t get a word in edgewise, and, at a point, I had this realization, “Oh my God, I came here to sell him on me but he’s here to sell him to me.” It was the first time I’d ever experienced that, and, I’ll be honest with you, it was a lovely feeling.

Don Cheadle has said he was struck by how “super-confident” Paul was in their first meeting. He told Don that he’d regret not being a part of Boogie Nights. What was your early read of him in that initial interaction?
He’s a bundle of energy, smart as a whip, well spoken. When he talks to you, he’s got a point, and when he makes the point, he doesn’t keep going. Secondly, it’s not long before you realize he’s got an indefatigable knowledge of film. He’s seen everything and he can reference it. And Don’s right, just supreme confidence. I guess he’d been through the wringer with Hard Eight; he had to battle the producers to be able to cut his own film. They wanted to send out a lesser version and that was tough on him. So, a bit of aggressiveness on his part. He was realizing that people, for the best of intentions, will try to improve your script until it’s a reeking pile of shit. It happens all the time, I’ve seen it.

What’s the reaction from those in your life when you tell them that you’re doing a porn drama? Any trepidation from them or even from yourself?
I was working all the time back in those days, and so I didn’t talk about films that I was going to do, except with close friends. I was titillated by it. I couldn’t wait to see how it was going to work. I’m not one who does a lot of research, but I went to a porn shoot — Paul set it up for us. What an amazing world. I mean, when I got there, I realized they’re making a movie. They may be shooting people having sex, but they’re just making a movie. And the director had the same look on her face that every other director does, which is, I’ve got three more pages and the sun’s going down in two hours, I don’t know how I’m going to get this. It was bizarre. It was three women in a hot tub — and they were stunningly beautiful. And just like regular porn, it was, at first, highly erotic, and then sort of curious, and then, ultimately, kind of boring. And there’s no fast-forward in real life!

You mentioned Nina, who plays Little Bill’s wife. Here you are, a recent Oscar-nominated actor, and you’re being paired up with a porn star making her Hollywood acting debut. I mean, it probably didn’t hurt to have a partner experienced in this field. What was that working relationship like?
I didn’t know Nina, so I met her on the set for the first time. It’s not that I haven’t seen porn before, I just didn’t know her. And she is very personable, very smart, really a remarkable woman, and has a great take on women’s roles in pornography; she finds it empowering and made a compelling case for it. And funny as all get out. One time, we had a grand mixture of people in the industry and just regular actors, and it’s not like you wore a badge or anything, so it was hard to tell who was who. And there was a woman on the set and she said, “Nina, hi!” Nina was unsure. And she said, “It’s Dolly,” and Nina went, “Oh my God, Dolly! I’m so sorry, I didn’t even recognize you.” And she turned to me and said, “And I fucked her!” [Laughs.]

Speaking of her sense of humor, is it true that her wrap-party gift to everyone was one of her films?
Yes! If memory serves, it’s called Nina Hartley’s Guide to Anal Sex. She became a pal. Later on, I was trying to do a script about strip joints, and so my friend and I met with Nina a couple of times because she had danced in those. That’s a real cash cow, or it used to be when strip joints were a little bit classier … they could make some good money by dancing as a headliner.

Once on the set, what was Paul like as a young filmmaker? This was quite the undertaking, and surely a wild environment, between the subject matter and what appeared to be a nonstop party atmosphere.
He’s a great director, but he’s a great leader of the set, and he kept it light and friendly and safe. But he always keeps it moving forward. Now he’s got big enough budgets that he can hunker down on a scene if it’s not working correctly, and when it is working correctly, he would do three or four takes and we’d move on. He was crazed about the Steadicam. He had a lot of shots designed that were quite complex. That opening shot took three-quarters of the day to rehearse, and a lot of the suits were getting more and more nervous because, after lunch, there still was no film in the camera. I think the camera started down the street on a truck and it was a tracking shot, and then the cameraman stepped off of this truck and onto a forklift that lifted him up into the air and then swooped around. There wasn’t a cut, and then I think he stepped off of the lift and went through the front door and we met a bunch of our characters. It was an ambitious undertaking. But then midday after lunch, it worked. So we did another take, and another take, and another take, and then four takes, we had five pages in the can, which is a good day’s work.

I know quite a bit of time was also put into your famous final scene, which begins with Little Bill arriving at a New Year’s Eve party in 1979 and ends with him killing his wife, her latest lover, and himself as the clock strikes midnight. Can you take me through filming that memorable oner?
I’ll bet you there were a hundred extras in this house — and it wasn’t that big a house — so everybody had to be really cagey about not getting out of my way, making me force my way through the crowd, but melting back seamlessly so it didn’t show on camera that they had to open up. I find my wife fucking this guy, and then I go back out through the front door, to my car, I get a gun out of the glove box, and then I locked the car, which made Paul laugh. That was a spontaneous thing; he loved that and left it in. To be candid, the first time we did it, I was stepping over this ottoman and I farted. [Laughs.] I was going to just keep going because it’s a rough shot, but I started giggling. Paul said, “What happened,” and I said, “You didn’t hear that?” The sound guy said, “I heard it!”

The second time, the gun went off too quickly. This is back when they let actors do a little bit more; I don’t think they would allow it these days. But the pistol was hot-wired to the gore pack, which is sort of a backpack with a tube that came out the back of my neck. It was under my clothes and he shot me straight on, so you never saw the lump there. It was designed so that when I pulled the trigger, that triggered the gore gun, which would throw the blood and brains on the wall behind me. Perhaps I was sweating or something, and it went off prematurely. It was a 30- or 40-minute cleanup to reload the gun, clean the wall, and get me new clothes.

And then the third take, everything worked well. As an actor, I was thinking, After I’ve shot my wife and her lover, what’s the moment when I look out over the party? Because they’ve already heard the shots and they were all looking at me, I decided that the moment was an apology for ruining the party. They’re in a good mood, and now there’s a double homicide and everybody’s going to have to go home. It was an apology, which I’m very proud of, because it was an excellent choice. Anyway, that third one, I pulled the trigger and the gore gun went off and I fell out of frame. They were immediately upon me, taking the pack off, getting ready for another take, cleaning the wall. And I was looking at Paul and the producers around the monitor, and I heard the bang and all of them recoiled, going, “Oh God, play it back, play it back.” And they played it back again, and when we got to the bang, the same reaction. I thought, Well, we got that shot. And, in fact, Paul said, “It’s not going to get better than that, let’s move on.”

What’s the story behind your interestingly worded run-in with Ricky Jay after finding Nina in the driveway, on a towel, with another gentleman?
We did a take and I said to Ricky Jay — rest in peace — “Do you mind? I’m a little preoccupied now, my wife has an ass in her cock.” After the take, Paul said, “You said, ‘Ass in her cock,’” and I said, “I did? I’m so sorry.” Take two, I think I said, “A cock in her ass.” Take three, he said, “You said, ‘Ass in her cock,’ again.” I said, “No, I didn’t.” He said, “You did.” I said, “I’m sure I didn’t, Paul.” At any rate, the one he liked was the word burger where I got it wrong. That tells you what kind of a director Paul is because I don’t know what that means, that Little Bill confused those lines, but Paul obviously saw it. And I get it, there was truth in it, it spoke to Little Bill’s state of mind at the time. Everybody walks up to me and says, “Listen, in the scene in the driveway.” I say, “No, I said it. I don’t know why I said it. Paul decided to keep it in.”

I read that extras were literally walking off the set during the shooting of the adult-film awards ceremony. Was that a pretty strange night?
Absolutely true. All the extras were told was, “It’s a Burt Reynolds movie, it’s ’70s, come in your finest ’70s disco look.” And Boogie Nights is a big movie, so it was stressful setting up that room, and Paul just neglected to let everybody know what the story was. I guess it was assumed that people would ask and everybody knew what was going on. And sweet Melora Walters. Paul said, “We’re going to give out an award, and you love this guy, Dirk Diggler. So everyone’s thrilled, you can whistle, scream, jump to your feet, give him a big ovation.” And Melora Walters gets up to the mic, with that great voice of hers, and she says, “And the winner is … oh, and I can’t wait to get that big cock in my mouth: Dirk Diggler!” Silence reigned over the room. [Laughs.] About 40 of them got up, very quietly gathered up their stuff, got in their cars, and drove home. So the call went out to get some more extras. And this time Paul said, “Okay, it’s about the porn industry.”

What were the actual mechanics of filming those sex scenes for the movies within the movie? Were the reactions from the off-camera people like Burt and yourself, like when you first see Dirk’s special package, filmed separately?
They were very brave. When you’re doing scenes like that, the rule is if you don’t have to be there, don’t be there. And so there were some wider shots, masters, where it was a crowded room. God bless both of them. That was before the days of intimacy coordinators, but Paul’s a gentleman, Mark’s a gentleman, and Julianne is very sophisticated, so they talked it out, what was in, what was out, what they didn’t want to have. But mostly they were brave. They read the script, they knew what it was about, and they knew what was required was that they’re completely comfortable with being naked in front of people.

Burt Reynolds was the one established legend coming into this, and yet he seemed like the biggest problem on-set, with part of the film’s legacy being the battles between him and Paul. How disappointing was it to see that drama play out?
Oh, he wasn’t happy. I think Burt was sort of clueless as to what we were doing. I think all of us very early in the film thought, Holy crap, this is extraordinary, and I think Burt was clueless. And he trashed the film after we wrapped — up until the time he got an Academy Award nomination. I’m probably now Burt’s age then, and I’m trying to make sure I don’t fall into that, not really listening and not being abreast of what’s going on and staying humble.

Most of the Boogie Nights cast reunited for Paul’s next film, Magnolia, which found you all separated into your own story lines. So how did that experience differ?
It was somewhat autobiographical, as I understand it, and the mood was palpable. It was upsetting that I didn’t get to act with those guys in some of these scenes. After Boogie Nights, I didn’t want to act with anyone else, but we were all in our own orbits there. I had a dustup with Paul because when I read this script, I thought it was too long, and I think I really pissed him off when I suggested that it’s the same scene a couple of times and that it needed to be trimmed up a little. He was so mad. He said, “Everybody says it’s got to be short. Goddamn it, this is how long it is!” Other than that, there wasn’t a lot of levity in that thing. Boy, it was moody and depressive. But, again, Paul is so self-assured, so knowledgeable of film, and having written this script, he knew exactly what he wanted, and it was a pleasure to do. Because it was emotional, it’s not my strong suit. I’m Lutheran, I don’t like emotions, so it was a bit trying, but it’s a powerful movie. A lot of people say it’s their favorite movie.

There was a funny bit where I’m climbing a ladder and one of those frogs hits me in the face and I fall off. They had me tethered to the ladder, so they wanted the frog to hit me in the face and I just dropped out of frame on this tethered line. Paul came up to me and said, “Are you worried about this? We’re going to drop it, it’s going to smack you in the face, but this is the frog.” It was made out of latex and gelatin. It was super realistic, but it weighed a pound; it was heavy. And I said, “Jesus, Paul, how far are you going to drop it? Just don’t break my neck.” He said, “No, no, look,” and he laid down and he held it in his arms and dropped it on his face. And I said, “Yeah, but isn’t it going to be from a distance? The camera would see your hand.” He said, “No, no, no.” Anyway, I kept questioning him until finally I got on the third step of the ladder and dropped one of these fucking frogs onto his face. He went, “You’re messing with me,” and I started laughing. But I got him to smack himself in the face with those frogs about six times before he got that I was putting him on.

You and Philip Seymour Hoffman kept collaborating after Magnolia and found a really fun dynamic together in David Mamet’s 2000 comedy State and Main. To me, he’s one of the greatest actors that I’ve ever seen. What was it like getting to work so closely with him, especially in those years when he was starting to come into his
own?
He was the best of us; he was never bad. And I don’t know if it’s just looking back, but I now see that he was in pain. I think the weight of living was heavier on Phil than it is on other people. We were on a panel together, I think, at Sundance with State and Main, and somebody asked about preparation. I don’t do a lot of preparation, everything I need is in the script. The character is a trick we play on the audience — you don’t have to live the character. That’s not acting, it’s mental illness. And Phil disagreed. He said, “No, I think there’s things you can do to get into the world. Whatever’s going on, you’ve got to find it in yourself, and I think you have to submerge yourself into the world of it.” We went back and forth, it was an interesting conversation, and then I suddenly realized, What am I saying to him? I said, “Whatever you do is fucking brilliant all the time,” and he said, “Thank you, and I think you do it, too, regardless of what you say.” But it was a little window into how deeply he felt stuff. I think about him in Boogie Nights when he shows up in those clothes that are too small and he’s holding the clipboard close to his chest and he’s chewing on the pencil when he tries to flirt with Dirk Diggler — it’s heartbreaking. And I never saw him do that character again. From that point on, he played much stronger characters. And I don’t think there’s anything he couldn’t do.

In a fictional world where Little Bill made it into the 1980s, what do you believe his life would have looked like? Would he have stayed in his marriage, stayed in the porn business?
I choose to think at a point he would’ve said, “Fuck this,” dumped his wife, and found love somewhere. What Paul wrote about in Boogie Nights was the transition that the porn industry went through and the advent of DVDs, so we could own the movies, and what a profound effect that had on our business and on the viewing public’s habits. We went from film to videotape, which was clearly a step-down. Videotape can’t do it, but it was prescient that we went from film to digital. There were holdouts forever saying, “No, I can tell the difference,” but there are very few holdouts now. The only reason to shoot on film is nostalgia. Anything that film can do, digital can do better. It was progress, and Paul was writing about that in the microcosm.

This interview has been edited and condensed for length and clarity.