Mark Salisbury: David Fincher, let's start at the end, as Button does, and talk about The Curious Case of Benjamin Button. It's kind of a departure for you, in that it's a love story, but with an unhappy ending.

David Fincher: Yes, everybody dies.

MS: This project has been around for a long time. You read it 16 years ago?

DF: Yeah, I read the first draft that was deemed unfilmable. And over the years, I heard about who had it and who was going to try next. I read Eric Roth's draft in 2001/2002.

MS: So what was it about this draft that sucked you in?

DF: I just thought the final image of a 74-year-old woman holding a seven-month-old baby and helping him through death, I just thought it was a beautiful way to end a love story.

MS: We have to talk about how you created this amazing character, Benjamin Button, with CGI and Brad [Pitt]'s head on other people's bodies. Let's not forget that it wouldn't have worked if Brad wasn't fantastic, and he is fantastic in this film. But technically, it's astonishing. So can you talk a little bit about that process, please?

DF: Well, the technique of using someone else's head has been around for many years – they use it in stunts, to have people jumping over burning buildings on motorcycles and stuff. So they'd lop off the heads and put the actor's head on the body. Initially, in discussions with Brad, he said that he didn't want to play seven or 15 years in somebody's life, that he wasn't interested in organising that kind of a hand-off. But if we wanted him to play the whole of somebody's life, that was something that would interest him. Now, we knew that Benjamin needed to be four feet tall and 85 years old. There was also the question, not just of the character's stature as he's learning to stand and get out of a wheelchair and walk on two crutches and then with a cane; but there was also the makeup issue. Silicone appliances – probably 80% of ageing in the movies are silicone appliances – but they can only do certain kinds of things to their faces. For instance, one classic example of old-age makeup is that they build out the cheekbones and build out the brow in order to make the eyes look sunken, because as you get older you lose fat tissue in your face and so your eyes recede. It's called "skulling". And people get gaunter as they get older, and we couldn't do that with traditional makeup techniques. And we certainly couldn't do that on a four-foot-tall body. So what we decided to do was cast actors to play Benjamin at different heights, and got them to wear blue socks on their heads and lopped their heads off and put Brad's head on them, which is easier than it sounds. We needed to have a workflow or factory assembly-line way to do that, because we had 350 shots that we had to do. So by using a lot of different techniques available from videogames and animation, we were able to figure out a way that Brad could perform the face, and we could capture his eyes and how his mouth moved, expressly frame for frame, and then puppeteer a sculpture that we could scan into a computer, a virtual version of his head, so that we could take masks away from his face and he could "puppet" himself. And that's what we ended up doing.

MS: And you got all the Brad stuff done after you shot all the other actors?

DF: Yeah. The actors in New Orleans – we called them the Smurfs because they had blue socks on their heads – they could act out the scene and people could touch them and they could interact and move around. Then later, when we decided which pieces we wanted to use, Brad came in to perform. It's like the looping stage, but instead of just the voice, he would do all the expressions, and we'd take those bits of digital information of his face and use that imagery to push the pixels of him as an 85-year-old.

MS: Let's talk a little bit about how you came to be a film-maker. You were born in Denver, Colorado, but moved to Marin County when you were two, and you lived down the street from George Lucas. As a kid you were quite artistic: you took photographs, you drew, you conned your parents into giving you a movie camera rather than a gun, so was there a eureka moment, when you realised that you wanted to direct?

DF: It was pretty clear. The eureka moment was when I saw a behind-the-scenes making-of about Butch Cassidy and the Sundance Kid. It was kind of a shabby EPK that had been cobbled together, but it was narrated by the director, George Roy Hill. And it was the first time I'd ever conceived that films didn't happen in real time. I was about seven years old, and I thought, "What a cool job." You get to go on location, have trained horses and blow up trains and hang out with Katharine Ross. [audience laughs] That seemed like a pretty good gig. So that was pretty much it for me. And the guy down the street was making American Graffiti and then Star Wars. I lived in Marin County at a time when they made The Godfather at the Marin Art & Garden Centre, and THX 1138 was shot at the Marin Civic Centre, and The Candidate. Michael Ritchie was making films, Phil Kaufman made Invasion of the Body Snatchers. There were a lot of people doing this; it was just everywhere. Everybody on my block wanted to be a movie-maker.

MS: And how many did? Just you?

DF: A lot of friends of mine work in animation and design websites and, for the most part, they're all kind of in the movie business, tangentially.

MS: But you didn't go to film school like a lot of your contemporaries. You chose to work in the business: you worked at ILM [Industrial Light & Magic] for three years, for example. Why did you choose to work inside rather than be a student?

DF: It was a great gig, and it was a great time to get a job working in special effects, because you could make a real living and it seemed like a better thing than spending $35,000 a year going to film school. And the other thing was, the only film school that I was interested in, because I wasn't very bright, was USC, and every film that you make, they own. So I thought, "I don't know if I want to pay them to own my movies." [audience laughs] That doesn't make sense to me.

MS: So you worked on Return of the Jedi, but nothing to do with the Ewoks, I hope.

DF: I did, but I actually worked on the tanks that tried to kill the Ewoks. That was my personal contribution. [audience laughs]

MS: For that we applaud you. And then you started to make pop videos, just when pop videos were being taken seriously.

DF: Were pop videos ever taken seriously?

MS: Well, more than they are now. People don't watch them now.

DF: OK, yeah, for good reason. It's interesting, I just grew up in a really interesting and bizarre place in a bizarre time. There was a real nexus of things. From third grade, I was making movies in 16mm, and every year, in film class – and everybody took film – they'd give you a song, a 45 and they'd say, "Make a film to this song," because there was no sync sound. So you'd go out and shoot stuff with your friends, and you'd cut it and it was made to that song. So when MTV came along, people went, "We want you to make a film to this song," and I thought, "I actually know how to do that. That may actually be the only thing I do know how to do." That was a good gig for me.

MS: So did you treat them as a film school?

DF: Yeah. I hate to say this because I took millions of dollars from people to do these things. But the day that they started to put your name on it was a horrible day for me. I just thought it was so cool that you could try out this stuff and no one would ever ... you know, they'd blame it on Michael Jackson. [audience laughs]

MS: But movies were always the goal, when you were making videos like Express Yourself, that Metropolis thing.

DF: Yeah, we thought that was good fun. I don't know, she came up with that idea. She was like, "I wanna do Metropolis," and I thought, it's her million bucks.

MS: At what point did Hollywood notice you? Was there one video that put you on their radar?

DF: No. You know, Hollywood always pretends not to notice you. I don't know. In a weird way, you have to be in LA long enough before anybody will realise that you're serious about it. The last thing they want to do is enable people who aren't going to be dedicated to their cause. I'd been making videos for 10 years, and this sounds stupid but I'd been there for six or seven years and felt like I had been there forever. I mean, I moved there in 1984 and started Propaganda Films in 1987, so I'd been doing commercials and videos for eight or 10 years before anybody gave me a shot at making a movie. And I wish they hadn't.

MS: The film we can't mention.

DF: Yeah, let's not.

MS: But there's this fantastic quote that I found, where you said of Alien 3 that "a lot of people hated Alien 3, but no one hated it more than I did."

DF: I had to work on it for two years, got fired off it three times and I had to fight for every single thing. No one hated it more than me; to this day, no one hates it more than me.

MS: At the risk of opening old wounds, what did you take from that experience that has subsequently helped you in your Hollywood career?

DF: It was a baptism by fire. I was very naive. For a number of years, I'd been around the kind of people who financed movies and the kind of people who are there to make the deals for movies. But I'd always had this naive idea that everybody wants to make movies as good as they can be, which is stupid. [audience laughs] So I learned on this movie that nobody really knows, so therefore no one has to care, so it's always going to be your fault. I'd always thought, "Well, surely you don't want to have the Twentieth Century Fox logo over a shitty movie." And they were like, "Well, as long as it opens." So I learned then just to be a belligerent asshole, which was really: "You have to get what you need to get out of it." You have to fight for things you believe in, and you have to be smart about how you position it so that you don't just become white noise. On that movie, I was the guy who was constantly the voice of "We need to do this better, we need to do this, this doesn't make sense". And pretty soon, it was like in Peanuts: WOP WOP WOP WOP WOP! They'd go, "He's doing that again, he's frothing at the mouth, he seems so passionate." They didn't care.

MS: Have you grown to like it since then, Alien 3?

DF: God, no! [audience laughs] But I don't look at anything after it's done.

MS: So that alternate cut on the DVD special edition whatever it is – that's not yours?

DF: I don't know who did it, I've never seen it, I can't comment on it.

MS: So after that experience, you went back to making videos. Did you think that was it as far as features were concerned?

DF: No. The great news about Hollywood is that there is no better place to fail upward. I figured that there were people who had made worse films than I had and they were still working, so I figured I'd get one more shot. So finally, I got a script by a guy who was kind of in my world, and thinking about films the same way I was, and revered the same kinds of movie that I revered – Andy Walker, who had written a script called Seven. He couldn't get it made and had rewritten it 13 times in order to make it more "likeable". [audience laughs] So this script was floating around and my agent, who's very sweet and always very hopeful, said, "You know, New Line is interested in this. You might like this, and they might want to make it with you, so maybe you should read it." So I read it, and got to the end, with the head in the box, and I called him and said, "This is fantastic, this is so great because I had thought it was a police procedural; now it's this meditation on evil and how evil gets on you and you can't get it off." And he said, "What are you talking about?" And I talked about the whole head-in-the-box thing, she's been dead for hours and there's no bullshit chase across town and the guy driving on sidewalks to get to the woman, who's drawing a bath while the serial killer sneaks in the back window. And he goes, "Oh, they sent you the wrong draft." [audience laughs] And he sent me the right draft, and there was a guy driving across town on sidewalks, serial killer sneaking in the back window. And I said that I wasn't interested in doing that. So I went and met with Mike De Luca, who was ostensibly at the time running New Line, and I said that I really liked the first draft, not the 13th draft. And he said, "Me too." So I asked what he was going to do, and I was laying out what I wanted to do on it. And he said, "Close the door." And then he said, "If we develop this and get into a dialogue about changes that could possibly be made to this material, there's no way that we could make this version of it, because I'll have 15 people looking over my shoulder who are going to be reading these pages as they come in. But if you say that you'll make this movie, starting in six weeks, we can make this version of the movie." So I said, "OK, let's go do it. Put the head in a box." And that's how the movie got made.

MS: And the look of the film is one of many things that's so fantastic about it – the decaying dark. Apparently, New Line wasn't happy with how dark it was, initially.

DF: I liked it, I thought it worked well; it could have been a little darker for me. But I just don't like it in movies, when people are wandering around with flashlights, that you can see everything behind them, when they're saying, "Oh my God, I can't see two feet in front of my face without this." With that stuff, I just want to shoot myself. So, for instance, I like this sequence in Klute where Donald Sutherland goes after a sound and he's chasing somebody who may or may not be on the roof, and he runs upstairs, and the whole thing's lit with a flashlight. And you look at that and you know that's what it's like to be running around with just a flashlight, because there are times when you just can't see anything. I like that kind of movie.

MS: Did the Saw guys give you any money for completely ripping that film off?

DF: Haven't seen it. Look, people come up to me and say, "You started torture porn." And I say, "Fuck you." I actually think we were fairly responsible about the notions of the violence. I thought what was amazing about what Andy prescribed in his script and what he was so adamant about was that you don't need to see stuff. He unlocks the Pandora's box of your imagination, in a really gripping way. Now, you watch Law & Order SVU, and they're walking in the hallways and they say, "We found semen in the eye socket." [audience laughs] I would never do that. But we had a lot of people insisting they'd seen more than they did. I almost had a fist-fight with a woman at a Beverly Hills cocktail party because she said, "There is no need to make a stand in of Gwyneth Paltrow's head to find in the box. You don't need to see that." And I said, "Well, we didn't." And she said, "Oh yes, you did." [audience laughs] So, the imagination, if properly primed, can do more than any army of makeup artists. That was always my thing: get people to fear it, get them to see it in their heads.

MS: Talking of fist-fights, we're going to skip The Game, which I think is a fantastic film, and talk about Fight Club. Clearly you were reticent to go back to Fox after your Alien 3 experience, but they supported your thing.

DF: But they were all fired, that's the beauty of it. [audience laughs] Every time somebody comes and says, "You've gotta scratch our backs," I say, "Why? You're not going to have this job in 11 months. I wanna talk to your assistant." [audience laughs]

MS: So all the assistants helped you make one of the most amazing, daring studio films of all time.

DF: No, they knew what they were doing. Look, I'm not sure Rupert Murdoch read the script or the book that the film was based on, but Bill Mechanic and Laura Ziskin, when we started talking about it, we were talking about this naughty little poke-in-the-eye cult book. I'd tried to buy the book when it was out before Fox bought it. And really, it's not Fox, it's Fox 2000; you know, when all the major studios were trying to act like they were indie too, this was Fox's indie wing, and they were trying to buy this nasty little book. If you've never read the book, it's as good as it gets – I nearly pissed myself, I was laughing so hard when I read it. The guy who became my agent, Josh Donen, who was trying to buy the book with me, had told me to read it. I was like, "I don't read books, and I'm in the middle of postproduction on the game," but he said, "You have to read it tonight." So I did, and I called him back and said, "We gotta buy this." And he said, "You waited too long. Fox bought it. But go in and meet with Laura Ziskin." So I did and I told her, "I don't want to make the $3m version of this; I want to crash planes, I want to blow up buildings and I want to do the thing that Hollywood really shouldn't do, material like this." She said, "Great!" and we agreed on this development process that I still hold true to to this day. You can't hold the hands of the people who are going to pay for this stuff and do anything marginally outrageous. You have to enter into a deal with them where you say, "We'll work with a writer that you bless, and we will go away. And when we're done and I'm ready to arm wrestle about the content of what that thing is, we'll bring it back and show it to you." She said, "Well, when will you be done?" And I said, "I don't know. It may take a year, it may take three, I don't know." So we hired Jim Uhls, who went off and wrote a draft of the screenplay that didn't have any voiceover in it. I read it and said, "This is sad and pathetic. It's just sorrow and people being horrible. Where's all the stuff where he talks about what he's thinking?" And he said, "Oh, that's kind of a crutch." And I said, "No, man, that's our only chance at being sarcastic and satirical." So he went back and put all that in. Then we came back to Laura, and we laid the script on the table, with a budget, schedule and cast, and said, "$67m, it's Brad Pitt and Edward Norton, and hopefully Helena Bonham Carter, and an 89-day shoot. You have 72 hours – let us know if you're in." And she went and scrambled Bill Mechanic and they came over, we walked them through the storyboards for the entire movie, showed them the whole thing, and they said, "Go do it." You can't make a movie like that, with that number, against the will of a studio. That's kind of what I tried to do on Alien. But if you can get them to buy off on what it is, you can move an inch towards those things that will hopefully make them immortal.

MS: So you made it, and it came out, and it polarised people.

DF: Polarised – that's a very polite way of putting it. We opened at the Venice film festival, and I think to say that they hated it would be an understatement. Let's put it this way: the youngest person in the screening was Giorgio Armani. [audience laughs] They called for our hides, and we split town. We thought it was funny. Actually, Helena Bonham Carter's mother was three seats down from me and she was just laughing and laughing – she was the only one. [audience laughs] She's cool.

MS: Then it came out on DVD and everybody loved it. Did you feel vindicated that it's become a cult movie, although it's too big to be a cult movie now.

DF: No, it's a cult movie – it's just a big cult. [audience laughs] It's funny. There's a tricky thing: if you spend $15m, it's not even a pimple on the ass of that kind of multinational media conglomerate. But if you spend $67m, they gotta release your movie. That's a big number, they can't write it down. But by the same token, you get people who go, "So it's about fighting." And they went out and sold ads for this movie on World Wrestling Federation. [audience laughs] I said, "You know, the crowd who go to the WWF are going to be made a little uncomfortable. Certainly the opening weekend, they're going to be like, 'Dude, that was gay.'" [audience laughs] So we had this tremendous word of mouth that didn't work for us, and the movie just went into the toilet and no one ever saw it. It was sold to the wrong group. You can make movies for a select audience, but you have to market it to them. The spots that were running, were running on shows that the people who were gonna get this never watched.

MS: A boring, kind of geeky question. Sound is always amazing in your films. I think you've said that you have a psychotic attention to detail when it comes to sound.

DF: Well, I think it's half the experience. When you take $12 or however much it costs to go to a movie here, and you're going to require their attention for two hours, and you're responsible for everything they're going to see and hear, it seems to me it's an opportunity to use those 15 speakers to either do something intentional or do something accidental. I'd just rather do the intentional. I work with a guy called Ren Klyce, who's worked on all my movies since Seven, and who I trust implicitly. He's just responsible for the sound. He helps choose the composer, helps spot the music and where it goes, and he works with all the source cues. On Panic Room, for instance, which is an interesting movie – maybe not from an audience's standpoint – but from a technical standpoint: you have an entire movie taking place in one space. To have that space evolve in some kind of way over the course of two hours, part of the thing he did was ... he would record all the foley, all the footsteps, all the doorknob turns, all the hard effects of everything, in the actual set that we were shooting in at the weekends. So we would shoot, and then he would come in on Saturday and Sunday and he would open the windows and shut them, jiggle the glass. He's insane about this, but it sounds so much better than the fake stuff. It's all just a lot of work. If you want to work really hard, stuff can sound good.

MS: So now we're going to throw it open to you in the audience.

Q1: Just a question on Button. Given that it's been kicking around for so long, and has been deemed unfilmable, where do you find the belief to say, "I'm going to make that movie, and I'm going to make it a success"?

DF: I didn't say the second part. I think Terry Gilliam looked at it earlier. There are just so many layers of complexity in terms of the period, the evolution of the background, that once you give up the idea of five or six people playing this one person, and you can kind of focus on one actor – that's what made it work for me. I know Brad will be able to describe this arc, he'll be able to figure this guy out, and I just have to create a world for him to do that in. The first time I read it, when I read Robin [Swicord]'s first draft of it in 1991-92, I think I was thinking of it then in terms of five or six actors, and it made my head hurt.

Q2: You always get an amazing performance from your actors – from Robert Downey Jr to Morgan Freeman, Edward Norton. Do you just let them run with it?

DF: Can I just point out that you said, "You get such great performances from Robert Downey Jr, Morgan Freeman, Edward Norton." I think you answered the question. Cast really good people, find a way to get really good people in your movie and take credit for it. [audience laughs] For eternity.

Q3: This is your second film where you use a digital camera, after Zodiac. Do you plan to do the same for your next films, and why?

DF: It's not the camera. There are certain things that digital doesn't do well – but it's more about the workflow to me. It's about the way that I'm able to make my movie. I like the idea that the first three takes, you're just rehearsing. I like the fact that actors never have to stop in the middle and watch somebody take $1,000 worth of film out the top of a camera and put another $1,000 worth in. I like the fact that there's no guilt, you can just delete stuff. If something's not worth the time that it took for everyone to say it, you can just go beep and it's gone. So I like the plastic nature of how I'm able to work in digital. I like being able to work at really, really low light levels – we shot most of Zodiac and a lot of this movie, certainly the night exteriors, we shot it in 1.6 which, for anamorphic, you normally have to shoot at 2.8, 2.85, so it's one-third or one-quarter of the light that you would normally need to do that. You can work with more manageable units and it's a smaller crew. Also, you have a giant monitor that everybody, from the boom operator to the makeup artist to the actors to the dolly grip – everybody's looking at the same thing: this is the final, release print, it's not going to change. And everyone can see, that shit's out of focus, or her eyelash is coming off in the middle of that take, or she's got a spot on her teeth. You can see the background. One of the things I hate is when you can see extras in the background; for instance, two people at a table in a restaurant, and they're both talking at the same time. Unless they're married, that would never happen – one of them would have to listen. Things that you have in the back of your mind to keep a lookout for – so finally, everyone's talking about the same picture. And also, I hate voodoo. I hate the whole thing that you're going to see seven out of eight takes that are out of focus, and somebody's going to say, "But that last one's pretty good." And you can say, "When you're directing your movie, you can get one out of eight takes." No, as a way of working, I prefer having dailies in your lap, rather than waiting to see how much you hate everything you did.

MS: And in terms of takes, you are renown for doing a few.

DF: This is bullshit. Look, you're spending $150m, unbelievable amounts of money to ship period vehicles from Illinois down to Louisiana and get them working. There are teams of people making these cars work, all this stuff. So you get there and you're going to shoot three takes and then go home? Why? This is the whole reason we're here – we're here to do what's in front of the camera. And I find that actors – some people resent it and go, "My best stuff was when I had a lot of energy after my mochaccino and now my energy's gone," but a lot of actors work it out in their heads, they figure it out and have an idea of what they're going to do. I can see that and I like to move past that, to where they've forgotten why they came, or who they are. And it is about choreography, where the eye of the audience finds that person and that person is revealed and they come forward and say their line. All those things in concert. So, you spend all that money to get there, so you might as well make sure you got it.

Q4: You've made films where improbable things look realistic. Did you ever consider making a superhero movie or fantasy, where things are bit more difficult to make believable?

DF: I was asked if I might be interested in the first Spider-Man, and I went in and told them what I might be interested in doing, and they hated it. No, I'm not interested in doing "A Superhero". The thing I liked about Spider-Man was I liked the idea of a teenager, the notion of this moment in time when you're so vulnerable yet completely invulnerable. But I wasn't interested in the genesis, I just couldn't shoot somebody being bitten by a radioactive spider – just couldn't sleep knowing I'd done that. [audience laughs]

Q5: I've always been impressed by your visual flair and atmosphere of your films. How do you conceive that look and feel in your mind and how do you convey that to your cinematographer?

DF: It's like finding a character. When I'm watching somebody act, it's a behaviour editorial function – I look at someone act, and I might say, "I don't believe him when he says that." I don't know why I don't believe him, probably because the people that I've met, they don't act like that when they say stuff like that and mean it. I also have rules of thumb about dialogue. For example, I feel that most people, when they speak, are lying. So, I'm looking at the eyes, I'm more interested in the body and seeing how comfortable they are saying what it is they are saying than specifically what they're saying. I think the same thing is true of cinematography: you're presented with a room and a scene. You have a feeling about this, maybe it's Thanksgiving and it's the end of the day, so there's no direct sunlight coming in because the sun's going down behind trees. So you kind of talk about it in those terms. I never really start with a photograph or a painting – you always get in trouble with that because you look at it and you go, "Fuck, this looks so great and that looks so pale in comparison." So I tend not to do that any more. Where are the people, where do the people have to go, what do they have to do, what's my relationship to them? And what do I know about horrible family get-togethers with these people and their weird guilt, and how everything's supposed to be so great on Thanksgiving and how it never is?

MS: What are you doing next? There's talk about Ness, or Heavy Metal? Keanu Reeves's chef movie?

DF: I don't know. I'm going to sleep for about four months. We did Zodiac and this movie back to back. We were shooting this movie when Zodiac opened, so we were getting commercials sent to us over the internet at the same time that we were shooting days. I don't know what I want to do. I just want to sleep.

Q6: I just want to ask about the technical element of your films – it's almost like a character in your films. In this film, it's time that is the main character. How did you achieve that?

DF: We live in a silly time, and people go to the movies to see something that they haven't seen before, and you have to promise to show them that. In a horrible way, you have to promise them a special effect. And we decided that the special effect in this movie was time and the effect of time on the background, but more importantly, the one thing that people had never done as ridiculously thoroughly as we intended to do which was the effect of time on people's faces. We knew that we had to go to Murmansk, we knew that we had to do battles at sea, we knew that we had to go back to New Orleans in the 60s, and we knew we had to go to New York in the 40s, early 50s – we knew we had all these things that were going to take place in the background but the thing was, how do you see the same person unetched or de-etched by time? I wanted Benjamin as recognisable as Brad – this is a guy who can't walk 50 feet in the civilised world without seeing a photograph of himself – so people are very used to seeing his face. So we wanted the audience to go, "Wow, those are his ears, just bigger and droopier. That is his nose, just a little bit bigger and droopier." And then when he comes back in the ballet studio, it's like him in Thelma and Louise. You look to spend the money in the right place to take the things that are going to support the story. If you're not doing that, that's not smart. So the special effect in this movie was time, and we needed to do everything we could to support that idea, and be as thorough as we could be. With Cate [Blanchett]'s face, it was the other way: we had to take her head and put her on a ballerina when she was 17. We did very subtle things because her skin's so good, it's like porcelain. But we did different things to her eyes, and of course we had to take her through to where she was the dying Daisy. I don't look at it and go, "This will be hard. It's going to be a really long movie and it's going to be hard. Let's do this." But you look at it and go, "If we're going to tell this story, where are we going to spend our money and where's the stuff where we can get in and do blindstitch?"

MS: Alas, we're out of time. David Fincher, thank you.