Tucked away in the corner of a bar and grill in Playa Vista, I spot William H. Macy holding court. I’m 15 minutes early but Macy has beat me here. In his silver tweed jacket, the veteran actor appears to be charming employees who have clocked him. As I approach the table I overhear a waiter mumbling to his colleague, “Wait, is that the guy from Boogie Nights?” “I think so,” he responds.

The hesitation to identify Macy is probably not uncommon. Since 1978, the Miami-born thespian has been a shape-shifter. He’s played a morally compromised car sales manager willing to swap his wife for cash (Jerry Lundegaard, Fargo), a distressed assistant director who unenthusiastically watches his wife sleep with other men (Little Bill, Boogie Nights), a former child trivia star turned despondent adult desperate for love and braces (Quiz Kid Donnie Smith, Magnolia), and a drunk single father on the brink of self-destruction (Frank Gallagher, Shameless). The list goes on and on. As the years went by, Hollywood tried to typecast Macy as the soft-spoken, down-and-out loser who just can’t get much right. In The Cooler, he literally plays a man flush with bad luck—anything he touches goes south. Which is essentially the opposite of how you’d describe Macy’s storied career.

With his well-groomed mustache and piercing green eyes, Macy has an unmistakable elegance, his face so uniquely sculpted you’d have to be blind not to remember it. He speaks carefully but straightforwardly about the twists and turns of his unusual life: collaborating with cinematic titans like Paul Thomas Anderson and the Coen brothers, the difficulties of his own directorial endeavors (Krystal, his third feature, is now out in theaters), and why, at 68, he has no time left for bullshit. “You know, as I get older I think we all should just fucking say it. Just say it,” he told me. Over the course of an hour, he did just that.

Do you remember the moment you got the role in Fargo?

I was in my little cabin in Vermont. It’s up in the “Northeast Kingdom,” they call it. At that point I didn’t have heat in the cabin. I heated it with a wood stove and I had a cistern, collecting water off the roof. So it’s this rustic cabin, but it did have electricity, and that’s where I heard. The nearest neighbors were half a mile away. There was no one I could tell and I was literally screaming my head off I was so excited. I was a single man and I was just bouncing off the walls.

You initially went in for another role.

Right, I felt like I had won the role. I think Joel and Ethan had pictured it, at least physically, a little different. It’s an indication of what kind of directors they are. When I walked in and read for that part they said, “That’s really good, do you want to try the other guy?” They were loose about it. It tells me that they were looking for some essence of that character as opposed to a physicality of that character, which I think is fantastic.

On set, when is it clear that you’re doing something great here?

From day one it was obvious. They’re exquisitely well prepared, like I’ve never seen since. They sent me a book of storyboards from one of their films … and it’s the film! It’s almost shot for shot.

Did you bring that kind of preparation into your own directing?

Certainly their prep. They’ve worked with the same people over and over. They had a lot of support. It’s a family affair. I mean, of course Franny [Frances McDormand] was in the thing, but Ethan’s wife, Trish, was on set and there was a lot of support. Working with your partner on set is a minefield. It’s clearly a minefield, but [my wife] Felicity [Huffman] and I do it so well. We grew up together in theater—so it’s our vocabulary and something we both really love.

Shortly after, you did Boogie Nights. How the hell did that movie get made?

More to the point: How did it get made with the subject matter? I mean, you know, a loving look at the porn industry. Imagine that. Paul had some juice going into this and it was the heyday of indies, so you could make money off an independent film. It was a good bet, but the first draft of the script that I read was X-rated. It was really graphic. It had a lot of sex in it. I wrote my agents and said, “Hold on. Am I being punked? Is this real?” And they said, “Yeah, he wants to meet with you.” So I watched Hard Eight.

It’s a good movie.

Oh my God, it’s great. Paul is a high-energy guy—really kind, really supportive, and fun. He likes to joke around. He has an indefatigable knowledge of film. He’s seen every movie ever made. You feel confidence with him, and that’s the biggest thing as an actor. I want to feel confident that the director is going to bring us home and do it with as little bloodletting as possible. As I’ve gotten older, I get cranky when we go over 12 hours. I want to know why. Is this planned and you didn’t tell anyone? Who screwed up?

Were you cranky early on?

I think I was pretty much an asshole as a young actor.

So it’s been constant asshole.

Constant asshole for a bunch of years. … I just took it all so bloody seriously. It was a calling and I felt righteous about my technique and intolerant of people when they didn’t do good work. I’ve mellowed a lot. People do. You get the shit kicked out of you. You grow up.

When did you have the shit kicked out of you?

It’s just life, one year at a time. Everyone’s got their defeats. Everybody’s got their humiliations. I’ve had my share. I’ll tell you, one of the things that chilled me out the most was directing Rudderless, the first film. It sounds idiotic to say, but people don’t direct badly on purpose or act badly on purpose. It is so hard to make a great movie. It is so hard. I’m more sympathetic these days. I’m also usually the oldest guy on set.

Is that OK?

Well, I’d change it if I could, but I can’t! I’ve tried to turn back the clock, but I can’t. It’s just calmed me down, you know. I’ve got miles on me. When I see someone struggling, I just want to help them. And the trick is trying to help people without overstepping your bounds. It’s sort of a rule that you can’t give another actor a note. It’s bad form.

Did you ever overstep early on in your career?

Jerry Zaks is a well-respected director in New York City on Broadway. I was doing a play with Jerry one time and he pulled me aside and he said, “Bill, love what you’re doing, love what you’re doing. How about this? I’ll direct the play. OK? And you play your role. You’re doing great. But I’ll direct the play.” And I went, “Oops, OK. Sorry.” He was right.

Sometimes the truth is a little unpleasant.

Oh yeah, especially if you’re a person that lives in the gray area.

Is that you?

No. There’s a line in a Dave Mamet film, “Always tell the truth—it’s the easiest thing to remember. And I’ve got a bad memory.” You know, as I get older I think we all should just fucking say it. Just say it. If you keep not wanting to say, then don’t say it. You know? I feel like I’m less and less tolerant with people who try to massage situations.

It seems like so much of the business is massaging, except the massaging rarely feels good.

No, it doesn’t help. I’m convinced you have to just say what is, especially if you have everyone’s best interest. As Felicity says, “Our goal is that everyone is blessed.” I think it gives you an edge up if you’re a person who says what he or she thinks and means it and will stand by it. I’ve been blessed in this business. I’ve had very few productions that went south, that were very unpleasant. If you know what your bottom line is, no one will get anywhere near it. They know you’ll walk away.

What was your headspace like during The Cooler?

Maria Bello makes that movie, man. She is so special. And Alec [Baldwin] … what a great performance. That was a throwback. He was trying to do the Rat Pack with that score and everything. Wayne [Kramer] kept saying, “Wait until you hear the score.” It really transformed the film when he put that lush jazz soundtrack to it.

What do you remember about shooting it?

We got lucky. We found a casino that had just been sold and they were going to gut it and redo the whole thing. And we just happened to get it in between. So the casino was there — we had to bring in machines and dress the place, but it was basically there. And we stayed at the hotels, so I slept on the 14th floor and we shot on the third-floor casino. We didn’t see the light of day for a long time. It was intense and I was in almost all the scenes. So I was always there. And it was another loser role and I just kept running away from them saying, “I don’t want to do these roles anymore.” Finally I relented. Glad I did.

When you’re playing a person like Bernie for weeks on end, how do you not get depressed? I mean he’s literally a man born to lose and fail.

I don’t know. It sure doesn’t depress me. I like it when everyone is quiet and it’s my turn to talk. I like that pressure, I like imaginary circumstances. I like pretending. I love the camaraderie. I even love the technical aspects of it. To make it look like we’re sitting in a corner when in fact there’s 35 people with lights and cameras and all of that stuff, you know? Boy, talk about blocking that stuff out. Do a love scene, do something intimate and pretend that there aren’t all of these people.

There’s a lot of that between you and Maria in this one.

I had never done anything that graphic or that sexual before The Cooler. I’d taken my clothes off, but that’s different. And it was my adorable wife who finally said, “When you talk about it, it sounds like you’re planning to fail. If you don’t want to do these sex scenes, you should call the director and tell him you don’t want to do them. If you do want to do them, you better start thinking about how to make them great.” It was a fabulous wake-up call. I married well. So I started to look at the sex scenes like any other scene—as an acting exercise. What’s different at the end of the scene than at the beginning? What happened? What’s the objective? What transpired? Where’s the moment where something changed the plot even though we’re just rolling around in bed? And to Wayne’s credit, I said, “I can’t understand the scene. I’m having trouble here. What happens here?” And we talked about one or two scenes and he said, “You know what, you’re right. I can’t find it either.” And he cut them. He cut the scenes. Which is sort of the essence of art, I think: If you can cut it and still tell your story, then you have to cut it. I was shy but Maria didn’t care. She said, “I’m an old hippie. This is nothing.”

Earlier you mentioned this tendency of yours to “run away from the loser roles.” When did that start?

Well, after Fargo I thought, “Oh my God. This is my role? Is this what I’m going to do from now on?” At a certain point I said, “OK, I can’t do this anymore.” But then I decided, “I can’t do this anymore … right after The Cooler.”

What about in Magnolia?

Paul called and said, “I’m doing another one!” I just loved that. It was beautiful. It was an odd character. It fell into the category where sometimes you try to think things through and what they mean and how to play them— and you can’t. So you don’t really fully understand them until you do it. Then it makes sense.

The way he called you up sounds so informal.

Right. “Making a film that will probably be iconic someday. What are you doing in February?” When it comes to the “loser roles,” there are some actors that can do one or two things, but they can do them really well. I’ve got no problem with that.

You think that’s you?

Everybody has limitations, but no. I’ve played a lot of different kinds of roles. I like playing dress-up. I’ve been bold in what I’ve done. I’m a character actor, so I like that.

What’s a bold role you’ve done that didn’t receive a big enough response?

That could describe all of them.

Have you always been good at self-deprecation?

Most actors are. My friend Steven Schachter and I wrote a thing called The Deal, and I just loved that and I loved my character and I thought it was a great character for me and … it died a thousand deaths. [Laughs.]

What happened?

Nobody liked it.

Why?

It stunk.

Right.

I still like the film, actually. It’s really funny. Hollywood is really tough on movies about Hollywood. There are exceptions, but by and large that’s dicey territory.

The exceptions win Oscars.

Mmhmm. It’s true. It’s pretty fucking funny. A lot of great showbiz jokes.

I haven’t seen it.

You’re not alone.

Were these less-than-enthusiastic responses a reason you pivoted into directing?

Boy, I found directing really difficult. I thought my Achilles’ heel would be the prep and the post. The prep because I’m really unorganized and I’ve been an actor my whole life, and the actor’s purview is seconds and the director’s purview is the world. The post because I have the attention span of a gnat and it goes on FOR-FUCKING-EVER. Krystal is just now opening. I did the thing a year and a half ago. It takes forever!

How do you think you did?

It was the opposite. I loved the prep and I loved the post; it was the shooting that I found trying.

What happened?

To do an independent film you’ve got to be loose. You got to roll with the punches. The analogy I like is you get five weeks of prep to build this imaginary structure, which is going to be your house, and on the first day of shooting it catches fire and it burns to the ground. By the last day of shooting you just see the producers and directors throwing shit out the second-story window that they’re trying to save from the flames.

Underbudgeted, understaffed, too many pages to shoot, not enough days to shoot ’em. Was this harder than Rudderless?

You always get bushwhacked by the thing you didn’t see. With Rudderless I had never done any of it, really, so it was all new. And then the second one I did was called The Layover, and it was a brand-new set of problems and that’s what happened. Each of the three films has hit me where I didn’t expect them. On Krystal, my producer, Rachel Winter, who is the smartest woman out there, kept talking about the “tone” and I finally confessed one day, “I don’t know what that means! The tone, the tone … what do you mean the tone? There are these scenes, we’ll do the scenes. We’ll just do the scenes. When you see them all together I guess you can describe the tone.”

Was she right?

She was right. I’m not wrong, but that was the difficulty of this. It goes from really sad to farce on a cut. So the tone is abrupt and jarring and ever changing and it’s hard to guide an audience through that so that it looks seamless. It was the hardest script I’ve ever done, and I feel foolish that I didn’t see how difficult as it was.

Foolish?

I’ve been doing this a long time. I’ve always fancied myself a great reader, a skilled writer, a raconteur. So when I read something and I totally miss where the difficulty is going to be, I feel silly. Dumb.

Do you feel like you’re especially hard on yourself?

I’m brutal with myself. In other words I don’t try to cook it for myself. For a lot of actors we have the reviews and get asked, “Do you read the reviews? Were they good? Were they bad?” I always read reviews. I always did. I was never confused about what was real and what was not real. I had a good hold on myself. I knew what kind of performance I had given. So you’d think at the end of the day, “Well, I got praised for some work I don’t think is that good.” Or, “I did great work and nobody saw it.”

The latter is how I feel about Sports Night.

Oh! And they took it off the air to put Who Wants to Be a Millionaire five days a week. ABC canceled Sports Night and started doing Who Wants to Be a Millionaire not once, not twice, but five nights a week. What a mistake. I loved that show. I was on it a bit. I had a little turn with Felicity. I loved it. So romantic, sexy. Aaron Sorkin said, “Sports Night is about sports like Charlie’s Angels is about crime.”

Even when projects don’t pan out or the reviews are tough, you seem pretty unflappable.

I mean, do I lose my shit? Yeah, I do. I get hysterical and angry, but I’ve been blessed. I’ve had my dark days but mostly not that many.

But you’ve seen what this business does to people …

I worry about young people who get famous and rich when they’re in their 20s. Lord, that’s not fair. It’s a tough business. It’s tough on women—well, men and women, if you’re known for being beautiful when you’re in your 20s. It’s gotta be terrifying when you’re in your 40s and you’ve gotta come up with a new take. You have to convince people, “Wait, I’m an actor, too. Even though I lost my looks you can still hire me.” It doesn’t happen for some people. That’s it. As long as they look good, they’re on film. Then it passes. It’s got to be hard.

Do you think that’s going to get better—or easier—for women moving forward?

We like our movie stars to be really good looking. I do, you do. I gotta say, my daughter wants to go into this field. I’m down. It’s OK with me. It’s a great way to make a living. You just gotta keep your head on straight. Here’s the key: You’ve got to really like to act if you want to be an actor. And I know some actors who actually don’t like to act so much. You’ve gotta like it when everyone gets quiet and looks at you. Some people thrive under that pressure and other people don’t like it. They have a bad relationship with their audience. They resent them for getting in the way of their art. It’s not for everybody, but it fits me like a glove. It always has. I’m more comfortable in imaginary circumstances than I am in reality.

Why is that?

It’s safer maybe. One of the things that defines the actors we love the most is that you get in a scene and it’s unclear what’s going on—it’s morphed. … Some actors will stop the scene to get it back to what they want, and other actors will go anywhere. They just don’t care. They’re fine to jump out of the plane with no parachute. They’re fine to climb the mountain with no ropes attached. They thrilled by the unknown. I think I fall into that category. As long as it’s a controlled environment, throwing myself into the unknown … I like it there. I don’t know why. It’s real but it’s not real. It’s dangerous and yet it’s not really dangerous. The worst you’ll suffer is your ego.

Do you feel there’s an end in sight for acting?

Mmhmm. Everybody has to retire sooner or later.

I think you have to retire when you die.

[Laughs.] I’ve been thinking about retirement. I think at a point I won’t want to spend all day on a set in some tiny little trailer. I’m not ready for it yet, but as it turns out I’m pretty good at doing fuck-all. I can spend a lot of time doing nothing. We have a place in Colorado. I have a killer wood shop there and I would love to make stuff. And I like to ski and pot is legal, so I could waste a lot of time in that state.

Do you find that state peaceful these days?

I think it’s a wonder drug. They’re discovering just how many people it can help. Like epilepsy and MS and autism. There’s been magical results with autistic kids. I’ve always found at various times in a project, even if I’m just acting, it’s nice to smoke a fatty and think about the whole thing again. Inevitably I come up with some great ideas and some insights. You have to discard about three-quarters of them the next day …

They’re all so great in the moment though.

Of course, but every once in a while you get an insight and it’s like holy moly. I find getting stoned to be very creative. Musicians smoke like weeds because it’s so easy to get in a groove and just stay there for six hours.

The weed here is sometimes so strong that it makes me consider everything I haven’t done. At 68, do you have any regrets about your career?

You know, I wish I had started writing and directing earlier. Directing is, as you know, physically demanding. I’m a bit long in the tooth to be doing independent films. As a matter of fact, I think it’s beyond me now. I think I need a little bit more budget. I wish I had started it earlier so I could roll with the punches and keep coming back.

What advice do you give to people trying to create?

For actors my advice would be: Forget the big stuff, just worry about the little stuff. I can’t tell you the number of actors that have showed up on Shameless as a guest-starring role and I know all they say to their friends is, “If I could just get a shot—if I could get a shot I know I can do this.” And these people show up on Shameless—it’s rare but it happens—and they don’t know the lines. They don’t know the lines! They kind of know them, but all of their attention is going to getting the lines right. They got their shot and they shot themselves in the foot. Do the little stuff. Learn the lines frontward and backwards so you can do it while juggling on a unicycle. Wait, who’s this advice to?

Well, anyone reading.

I’m just stressed about the young generation and their notions of political correctness. I would urge people to have a real litmus test on yourself about censorship and political correctness. And I think when it comes to art and humor, there’s no place for political correctness. We’ve got to be free to say everything and anything. We gotta say it. It’s valuable. I’m stressed with these young people who are afraid to hear something.

People my age.

[Laughs.] Yeah, yeah. You know, you’ve heard about it. “I don’t want this person to speak because I don’t like what he says.” Like, I think it’s important to distinguish between Time’s Up and #MeToo—they’re two different issues. Time’s Up is equal pay, duh—equal pay for the same job. That’s a no-brainer. Personally, I think the world would be a better place if women ran it for a while.

Looking at all you’ve done, are you happy with yourself?

I would change it to say, “Am I grateful?” And I really am. Felicity and I have to pinch ourselves. We won the lottery. It’s really hard. Two percent of the union makes a living. To get to do what we like and to make a living doing it … it doesn’t get any better than this. Movies can do magnificent things. You control people’s eyes. Harry Houdini made an elephant disappear from a Broadway stage in front of 1,800 people. He made an elephant disappear. You know how he did it? He got them to look at something else.

Sam Fragoso is a writer and filmmaker based in Los Angeles. He currently hosts Talk Easy, a weekly program of long-form interviews with artists.