Good. Smart. Cool. Different actors over the years have embodied our conceptions of any one or even two of those traits, but it’s safe to say no one has ever embodied all three onscreen as much as Don Cheadle. He exudes all three in person, as well. The goodness that made him the perfect choice to play real-life hero Paul Rusesabagina in Hotel Rwanda (for which he was nominated for an Oscar) is evident in his earnestness, his humility, his courtesy. The smarts that make him the perfect choice to play fast-talking consultant Marty Kaan in his ongoing Showtime series House of Lies is evident in his careful speech, his eloquence, and in the heft of the concepts he explores. And his cool? Well, damn. That’s just self-evident.

All three are on full display in the Miles Davis biopic Miles Ahead, Cheadle’s lifelong passion project that finally hits screens this weekend. He not only stars as the seminal jazz musician, he also writes and directs—his feature film debut in both roles. (He also helped put together a stunningly good soundtrack for the film, featuring some of Davis’ very best work, instrumentals form Grammy winner Robert Glasper, and a very hot jazz-hip hop fusion closing number featuring Pharoahe Monche). Rather than take a traditional approach to telling the story, the film imagines how Miles would have interpreted his own life, and settles in to one short period of time in the mid 1970s when he wasn’t releasing any music at all (and hardly making any, as it happens). A secret tape of a lost session is stolen, and he and a journalist he commandeers (an entertainingly befuddled Ewan Macgregor) try to steal it back. Other than frequent flashbacks to his tempestuous relationship with his muse and lost love of his life (a stunning Emayatzy Corinealdi), that’s the whole story. It’s a bold stroke for a first time director, but Cheadle says the production team tries to live by one of Davis’ own mottoes, which appears in the film—“Be wrong, strong.” He who wagers much, wins much. You can almost see Miles nodding down approvingly.

In a group discussion before our interview, Cheadle described the mix of fact and fiction that went into making Miles Ahead. “Almost all the events that occur in the movie are real,” he assures us, “but like any good biopic, we chose what we did and didn’t want to show. Characters have been combined, characters have been created, characters have been omitted. The difference is, in our movie, we’re honest about it. The container for us, really, is when Miles says at the beginning of the movie, ‘I’m going to tell you how this goes.’ And he plays.”

Pressed for details, Cheadle gets specific. “There is a secret recording that Miles did during this period of time,” he explains, “that he did with Larry Coryell. It was stolen from his house. The chase, and the conceit of that for my writer and me, is really an externalizing of an interior drive that Miles is going through while trying to get his music back. All of that battle, of that fight, all of that drama is, for us, the externalization of this internal process. But was Miles shot in a drive-by? Yes he was. That actually happened. It just didn’t necessarily happen just like that. Were there hundreds of sycophantic reporters closing in on him all the time trying to get this story? Yes. Did he sometimes pull them into his web and make them run errands for him? Did he make them put on the boxing gloves and let him hit them in the face for a couple of hours? All those stories are 100% Miles. They’re all well documented.”

“And I had the family with me to tell me some other thingsthat were going on with Miles during that time,” he continues. “ That five-year period between ‘74 and ‘79, where he was not playing, was really cloaked in secrecy. I talked to Herbie, I talked to Wayne, I talked to Paul and Titiania, I talked to his nephews. Miles was in a very Howard Hughes place at that time, and they were concerned that he’d never come out of that. He’d open the door a crack, and they’d hand him some food, and he’d shut the door and they wouldn’t see him for a month. As writers, we said, “We’re going to go in there.” You can get all the documentaries, there’s books all over the place, there’s a radio play that’s great—if you just want the facts, they’re all out there. You can get all that. We wanted to take the life of one of the greatest creative artists of the 20th century, and do Miles instead of explaining him. I wanted to try to embody him. I wanted to do with my métier to do what he did with his métier, to jump off the ledge and see what happens.”

The unusual storytelling choices that Cheadle made, along with his producers, even led to a recurring inside joke. “We decided,” he says, “that we weren’t going to tell a cradle-to grave, check-off-the-list biopic—here’s where he met John Coltrane, here’s where he went to New York, here’s where he went from bebop to modal. There are clear benchmarks that you could cover in a very conventional way and do that kind of movie. But seeing Walk Hard: The Dewey Cox story, you go, ‘OK, I can not do that kind of movie.’ I’m not joking; when Steven and I watched that movie, it was a real cautionary tale for us. And all through the process we’d say, ‘Are we Walk Harding right now? Let’s not Walk Hard. Let’s Walk Miles.’ So being wrong strong was always a part of it.””

Asked about the #OscarsSoWhite controversy, Cheadle has a point of view that may surprise some. “I think that’s a nebulous and not very weighty symptom of something that starts much earlier than the Oscars,” he explains. “It has to do with access, it has to do with glass ceilings, it has to do with other stories. Not just black people’s stories. Anytime you have a hashtag that has black and white in it, it all becomes black and white. I’ve been talking about it on Twitter, and it’s about diversity and about inclusion at the earliest levels of this industry. How do we get to places where our stories—not just me, but stories different from the ten that we saw represented there—get to also participate in what I think is a ridiculous contest. I haven’t gone to the Oscars for many years. I went when I was nominated, and I was invited to join the Academy, I think because I didn’t get nominated for Devil in a Blue Dress, and there was lots of controversy then. And a month later I got this invitation: ‘Don, would you like to join the Academy?’ And I thought, ‘Well, this timing is very interesting.’”

But he did agree, and his joining paid off. A bit. “My wife really wanted to go to the Oscars,” he recalls. “This is a tangential story, but I’ll tell it because it’s funny. And I didn’t have people or anything; it was just my wife and me. So we get to the red carpet, and it’s a zoo. And we’re stuck between Jack Nicholson’s entourage and Cher’s entourage. And it’s just the two of us. People are elbowing and kicking and stepping on my wife’s dress, and it’s just crazy. We get up in front of the paparazzi and it’s all ‘Jack! Cher! Jack Cher!’ I mean, they’re just rabid dogs. And we’re stuck in the middle and can’t go anywhere. And finally one photographer recognizes me and says, ‘Don! Don! Mr. Cheadle! And I say, ‘Yeah?’ And he says ‘Get the fuck out of the way! Move!!!!” He laughs heartily. “So that was my entrée into the Oscars.”

“But people will ask me,” he continues, “‘Who do you think got passed over that should have been nominated?’ And I’ll say, ‘None of them. All of them.’ What are we talking about? This is a completely subjective criteria. It’s not like we went out and played golf, and I shot a 64, and you shot a 62, and they gave it to me. Whoever does better, does better, but how do you decide what’s better when you’re trying to compare what Idris Elba did to what Leo did? It’s not even in the same world. We’re just talking about who likes what, and I put no stock in it at all.”

By this point I’m itching for a chance to talk one-on-one to the man himself, and soon enough I get my chance.

Paste Magazine: So you’ve played characters with such goodness in them; I don’t know you so I don’t know if that’s part of who you actually are, but you certainly exude that onscreen. But Miles wasn’t exactly a cuddly kind of guy. Did you worry about whether your persona would get in the way?

Don Cheadle: Like, would the audience accept it?

Paste: Exactly.

Cheadle: Well… I’ve played some motherfuckers, too.

Paste: True. Snoopy in Out of Sight is one of my favorites.

Cheadle: Yeah. And Miles was… nice. If he liked you. But Miles was not above killing people. But I think, if you’re going into a project worrying about those types of things, you’re going to take your eye off the ball. Even if there was anything that crept into my brain pan, I always went back to the script, and the stories we were trying to tell, and who this man was. Someone said to me, “He was such a great artist, and made so much great music, but you show him being abusive and all that.” I don’t think it’s a “but.” It’s an “and.” I think we can talk about ourselves, if we’re going to be honest, in all of our “ands.” “Yeah, I was great to my wife today, but I did this shitty thing over here.” That’s what being human is. We do contain, often, things that seem diametrically opposed.

But when you’re talking about someone like Miles Davis or many other artists that we could talk about, they consume everything around them. You know? Everything goes into that cauldron, and then somehow it spits out Kind of Blue. Or boom—Miles Ahead comes out, or Miles Smiles. He just was at the center of the storm that was around him. And also, he was a gentle person, and a kind person, and a generous person, and a loving person. All of that is in there, too. It just sometimes doesn’t make as much noise as the other parts. So, I just tried to play him as a human. I didn’t try to play him more when he’s dragging her down the stairs, or more when he’s kissing her and playing her “Softness on His Lips.”

Paste: There’s an inherent political nature to that, too. This is a strong black character who’s allowed to have flaws, but he’s not oppressed and helpless.

Cheadle: Right.

Paste: And he’s not the drug dealer.

Cheadle: Right.

Paste: Imagine that, an African American character who’s allowed to be alive, in all his complexity.

Cheadle: Yeah, right? Yeah. When it was first told to me by his family that I’d be playing him, and I started hearing the different approaches they were entertaining, I felt like they were kind of biopic-y-standard stuff that I didn’t want to do. I said, “I want to make a gangster movie. I want to make a heist movie. I want to make something where Miles is the lead in his own movie. I want to make a movie where it’s ‘Don Cheadle is Miles Davis as Miles Davis in…’” [laughs] You know? That’s what I wanted it to be. And they’re like, “Oh, that’s a great idea—who’s going to do that?” And I said, “Oh. I guess I have to do that. Because no one else is pitching that.” But those were always the marching orders. I thought it would really be an affront, in a way, to try to tell some by-the-numbers story. I didn’t want to make sure I hit all the check marks of his life. Most people don’t know what those are anyway. This is not a character whose life we have an intimate knowledge of anyway. Let me do something that feels very truthful to who he was. Fuck the facts.

Paste: The number of biopics that I think really work well is miniscule, and it’s for that very reason, the checkpoints. I always say it feels like a slideshow.

Cheadle: It is. That’s exactly what it is. Everything gets short shrift.

Paste: So I love that you stayed in a specific period of time, but also gave us some flashbacks to show a bit of the past.

Cheadle: What the flashbacks were, for me, I think only twice in the movie did we ever come back to the same place we left. So it’s not like there’s stasis during the flashbacks. We come out of Dave running down the steps to Miles pushing the elevator door. Because it’s all Miles, all his brain, all him telling the story. He’s asked “How would you tell it?” And he picks up the trumpet…

Paste: And the whole movie is what he plays. Exactly. On the flashbacks, did you shoot on different stock?

Cheadle: Yeah, 16. You can feel it, yeah?

Paste: You can totally feel it, exactly. I know from experience that writing/acting/directing is hard enough to do all at once, but this is a really intense character. This is not like Kevin Smith being a writer/actor/director. You’re in a really intense, very specific character, and a character that has meant a great deal to you your entire life, where the stakes are very high for you to get it right.

Cheadle: You’re making me sweat, just saying it! [Laughs.]

Paste: [Laughs.] Which you did. But in the moment, on the set, did you just have to lean really hard on your 1AD and your producers? How did you manage all that?

Cheadle: Well, the good thing about it was that the train had already left the station at a hundred miles an hour. So there was no time to be as scared as [laughs]… as I probably should have been.

Cheadle: All of that kicked in after we would wrap, and I’d be in the car next to my producers and my DP going, “I don’t think… I don’t think we got it.” And then you get back to the hotel, and dinner is not an enjoyable experience of eating, but with every bite you’re remembering “Yep, fucked that up… when can we get in the space tomorrow? Not til nine? So we can’t pre-rig? OK, got to scrap that part.”

Paste: Basically worrying you’re going to be the guy that fucked up the Miles Davis movie.

Cheadle: I fucked up the whole thing, didn’t I? That’s what this interview is coming to. I did, don’t try to talk me out of it. [Laughs.] But people say, “Did you have fun?” No! I never had fun, never felt relieved, I never felt calm, I never felt like I was crushing it. The first assembly of the film I saw, I wanted to kill myself. I didn’t go back into the editing room for three weeks.

Paste: Wow.

Cheadle: My editor was like, “Are you going to come in today?” And I was like “No. I’m gonna golf.”

Paste: “And you’re going to cut.”

Cheadle: “Keep cutting.”

[Both laugh.]

Cheadle: “Well, I got another cut of the movie, you want to see it?”

Both: “Nope.”

Paste: “Another couple of weeks.”

Cheadle: “See you in a couple of weeks. My handicap’s going down.”

[Both laugh.]

Cheadle: Even after people had seen it that I love and trust and know aren’t blowing smoke up my ass, and said “Don, you’ve got a good movie,” I didn’t believe it. I didn’t want to believe it. I was scared. It wasn’t until New York Film Festival, the last screening. I had brought my kids, and my 19-year-old said, “You’re here. Enjoy it. I remember sitting on your lap when I was 10 years old and you were writing this. It’s great. Celebrate it.”

Paste: Wow.

Cheadle: And a light went on and I said, “Yeah. I’m going to do that.” It’s not like people hadn’t said it to me before. But my daughter brought me back to where it started.

Paste: It’s such a great festival. Eugene Hernandez and Lesli Klainberg and all those guys do such a great job making it special.

Cheadle: It’s a great way to do it.

Paste: So, I’m a huge raving fan of Emayatzy Corinealdi’s.

Cheadle: Oh, she’s great.

Paste: I think she’s going to win an Oscar one day. Tell me about meeting her.

Cheadle: She really just leapt off the screen. I saw a tape of hers that she had sent in, an audition tape, and it was just like, whoa! And she looks like she is from 1954, you know what I mean?

Paste: Yep.

Cheadle: I mean, she has that classic, perfect, sculpted face that looks like it belongs in magazines from 60 years ago. And her comportment, the way she carries herself, her sense of herself—it was just like, that’s it. That’s her. You know?

Paste: Yeah.

Cheadle: And she came in and got thrown in the deep end of the pool on the first day. She walks in and the first thing she shoots, she’s running out into the night.

Paste: Oh, shit.

Cheadle: Yeah, running for her life. The first shot! And we’re fighting the light, and I’m trying to corral things over here, and she comes up and says hello, and I’m like, [in Miles Davis whisper] “Hey, what’s up. Bring your ass in here.” [Laughs.] She came in and sat down, and I said, “Here’s how it’s going to go. You’re running right out there. The light is fading, we’ve got like an hour to do this. We won’t be able to do more than three or four takes. I’m going to say Action, and you’ve got to do it now. So you’ve got to drop in. Right now.” And I just sat there. And we sat across from each other, just looking at each other, non-verbally, and she just dropped in.

And I walked out and walked in, and she looked up at me, and we were in the dynamic, you know? And we did it three or four times, and a half hour later I said, “Thank you and welcome to the movie!” You know? But she just jumped right in the deep end; there was no easing in. So I said, “We’re going to be alright.”

Paste: That’s so good, though, for actors, to bring them right in, right away.

Cheadle: Absolutely.

Paste: Sidney Lumet has that great advice in Making Movies where you schedule one of the hardest scenes for the first day, you only do one take -

Cheadle: That’s right.

Paste: And then you say -

Both: “Cut. Moving on.”

Cheadle: “Wait, cut?” “Correct.”

Paste: “I guess I’ve gotta bring it.”

Cheadle: “Let’s go.”

[Both laugh.]

Cheadle: I love that, and I’ve read that book. That book was with me all the time before I shot. Love that book.

Paste: But as you said, just her comportment, her posture—I feel like we’d know everything about her character even if she had no lines, just from her physicality. Just from her walking across the room.

Cheadle: Yep. And it’s amazing because there’s a lot about this character of Frances that… we wanted to beef up Frances for our story, for our purposes, and sort of retroactively for what we wish could have been. When I gave Frances the script and she read it, she said, “Don, some of the scenes you write, the things you have me saying—I wish I could have said that.” And it made her a little bit ashamed, that she hadn’t. It was always really interesting to me and to Steven, my co-writer, that it’s one thing to have someone say to you, “Give up the thing that you love, that defines you, that you’re amazing at.” It’s one thing for someone to ask you to do that. It’s another thing to agree to do that. When I would talk to Frances about that, she would say, “Yeah. I don’t know why…”

Paste: Have you talked to her since she’s seen the movie?

Cheadle: Yeah, I saw her in New York.

Paste: I’ve got to believe that eventually, that a gift that’s going to be to hers, to make it like it should have been.

Cheadle: Absolutely. I told her, “Look, it’s my movie, you’re a badass. You hit Miles. You go at Miles first, not the other way around.”

Paste: Last question—I hope you realize that for people who are your fans, you’re not just someone whose work we just admire. You’re someone that people feel a personal connection to, through the screen.

Cheadle: Oh, that’s so great.

Paste: So, I just want to know, after all these years of being a fan of Miles, after all these years being an actor, after all the years of writing and financing and rewriting and casting and studio meetings and false starts and all of that, are you proud of what you’ve done?

Cheadle: I feel a great sense of achievement. Every group of people we’ve showed it to feels like they’ve been on a ride and had a good time. That’s great. I feel like we did what we set out to do. And I can never for a second say I didn’t get to make my movie. I made my movie.