In 2005, director Gus Van SanT made a movie called Last Days in which Michael Pitt portrayed grunge god Kurt Cobain. Everything about the project was perfect: Van Sant's style, as seen in films like Elephant, My Own Private Idaho, and Good Will Hunting, seemed akin to that quiet-on-the-outside-screaming-on-the-inside struggle which the fallen icon anthropomorphized for a generation; and there could have been no better choice than Pitt to play Cobain, for his appearance, his abandon, his attitude, his eyes. Pitt's harrowing embodiment of Cobain during the darkest stage of the rocker's storied depression finally gave the world a glimpse of the vulnerability and desperation that led to his heartbreaking suicide. The actor and director forged a fierce bond, and now, on the occasion of Pitt's new Martin Scorsese-helmed Boardwalk Empire, out on HBO, we asked the celebrated auteur to photograph and interview his one-time muse—no one can draw out the elements of another's soul quite like a director can his actor's.

GUS VAN SANT How did you fall into Boardwalk Empire?

MICHAEL PITT They sent me the pilot and I read it and I started working on it. I went to a big casting call, where you wait in the waiting room and you put the scene down on tape, and they called me a month later. I had been in California trying to find a job and I met with [Boardwalk producer] Terry Winter, and when I came back they said I could audition for Marty [Scorsese, who directed the pilot and executive produces the show]. I was a bit nervous, and before I went in for the audition I got dressed up-put on a suit and stuff-because it was 1920s-and I went in and I met Marty, who was staying at the Waldorf-Astoria. He had been kind of homeless for a while and he was staying in this giant suite, and I went in and we talked and I did this scene, and he said , "That's good, but you should do it angrier," and so I did, but he said, again, "That's good, but I think a bit more angry," so I did it again even angrier and asked, "So is that good?" and he said, "Yeah, more angry!" So I went to the corner of the room and started screaming at the top of my lungs, "You motherfucker!" and punching the wall. I asked him, "Is that good?" and he said, "I think it's a good place to start."

GVS So now you've worked with Buscemi, like, twice? Do you guys get along?

MP Steve's great. He lives in Park Slope in Brooklyn, which is not that far from where I am. It's great because we don't have to get to know each other and we can just start working.

GVS You guys seem like you would really get along.

MP I really like working with him. In the pilot there's a scene where I break a bottle over this guy's head. It wasn't scripted and I wasn't sure if he knew about it or not, but it was kind of a last-minute idea. The first time I did it he just turned to me and he looked like he was going to kill me-so much that I almost started laughing because he was so into it. He was so there.

GVS So it was acting.

MP Yeah. It was like no one else was there. The way that he turned to me after I did that , he was just right there in the moment. And that's why I really like working with him-there's the feeling that no matter what happens he's going to be there. I give that to him as well. If he ever wants to go somewhere, I'll be there. I'll just react. I won't stop.

GVS So both of you guys were shooting right in your neighborhood.

MP Yeah. It was all throughout Brooklyn.

GVS It wasn't a set?

MP They built a huge boardwalk with storefronts in Greenpoint, Brooklyn, by the water. It 's something that you think you'd see in California, built right on the water in Brooklyn. There's a giant green screen around it so they can put the ocean in.

GVS Boardwalk Empire is supposed to be set in Atlantic City in the '20s, right?

MP Yes, it takes place in Atlantic City in 1920, during Prohibition. It's pretty cool and the history of it is pretty interesting. All these people could make serious amounts of money bootlegging liquor, distributing it. No one really thought it was a crime. I believe the FBI was formed just in response to it. I mean , that time was amazing-it kind of reminds me a little bit of the '60s, everything so political-civil rights , the feminist movement, the music, the Harlem Renaissance. Everything was just coming to a peak at that time.

GVS The Jazz Age

MP Yep, the Jazz Age. Just everything. Everything.

GVS And you play a character that is coming up in the world of this bootlegger crime syndicate?

MP As of right now I'm playing a character who's come back from World War I. He's sort of damaged when he comes back-he's hurt his leg and he can't really get a job and he's seen all his peers who didn't go away excel, so he decides to start bootlegging to make money.

GVS And AI Capone-is he a character?

MP Yep. They do all the old gangsters: AI Capone, Lucky Luciano, Johnny Torrio, Donald Rothstein.

GVS The Gambinos, did they exist then?

MP Who?

GVS The Gambino Family. They're a big [crime] family.

MP I don't know what you're talking about.

GVS I get it. Your relatives work for them.

MP Shut the fuck up.

GVS Are you under a code of silence?

MP Can you talk about how River Phoenix got involved with My Own Private Idaho?

GVS Yeah. It was a really funny-looking script. It was about seventy pages and it had lots of different sized type, like it might have a paragraph that was eighteen- point type and the next piece would be a different size font-it looked like a patchwork. It was basically inspired by scripts that I had seen written by Stanley Kubrick—each script had a different philosophy of margins. Strangely, in the script that I read of A Clockwork Orange, the action was written in a single-word column down the page, but the dialogue was written so it looked like an Ogden Nash poem. On top of that it was about male prostitutes in Portland, so it was a little touchy. We were planning to make something quite low-budget and we were going to cast non-actors, and that's just what we assumed would happen. But we did have two people we wanted to play the parts: one was Keanu Reeves and one was River Phoenix. They were sort of our wish list. We didn't have any others-we just offered it to those two guys alone. Keanu was really interested because he had shot a film in Portland and he had done Bill and Ted's Excellent Adventure, and I think he felt like he wanted to do something serious.

MP: Had he done River's Edge by then or no?

GVS: Yeah, he had. Reaching River was different. His agent, unlike Keanu's agent, completely flipped out and said, "Over my dead body will he do this movie." So I drove the script over to the Chateau Marmont [where River was staying] and there was Rain Phoenix answering the door, and I gave her the script. And then he got really into it.

MP: Bernardo [Bertolucci, who directed Pitt in The Dreamers] told me—l hope I'm remembering it correctly—but I feel like he told me that he cast Keanu [in Little Buddha] after he saw Idaho. You know, I called Bernardo after I had the audition with Marty.

GVS Oh really?

MP Yeah, we had talked about Bernardo in the meeting, and when they were deciding between me and another person I was getting really nervous and thinking they're not going to go with me because I only make small movies. So I called Bernardo one night because I was getting really anxious and left him a message saying I'd had a meeting with Martin Scorsese. And he called me back and left me a message in which he said, "Michael? So I hear you're meeting Martin, and I'm assuming you want me to call him and tell him-1 don't know what you want me to tell him, but I'm not going to call him, because you're fantastic and you're going to get it." And then he said , "Keanu Reeves came to visit me today." And then he hung up the phone. [Laughter.] I saved the message for as long as I could. I thought it was hilarious. Yep. Any more questions?

GVS What was the main title of the Studio 54 movie?

MP Why do you want to ask me that?

GVS Wasn't that one of the early parts that you got?

MP I guess, if you can call it a part. I was an extra. I showed up to do extra work. But it's one of probably fourteen films they shot in New York at the time that I was in.

GVS You were an extra in fourteen different movies?

MP Yeah. One of them was a Joel Schumacher film—it was with Robert De Niro and Tim Roth, and I think it was called Flawless. I was there with my friends and they wanted these two punk rock guys to be standing in this elevator while Robert De Niro ran in, or something. Joel Schumacher picked us, which meant we were going to get paid like two or three hundred dollars more, which at that time meant that we had our rent for the month, so it was a big deal. We were standing in the East Village with all the extras, next to a prostitute and a I ittle person, talking about the money we were going to get. So someone—one of the extras—had a really great idea and said, "We should celebrate," and they sparked up a joint. So we're standing there on the corner in front of this church and we're smoking a joint and we're excited, then all of a sudden five undercover cops came out of nowhere and threw us against the wall and they started arresting us. And so they're handcuffing us as Joel Schumacher walks by, and we're like, "Look, we'll be out in twenty-four hours and we can be right back here tomorrow." As the cops were pulling us into the car, he was just sort of like, "That's it. Sorry, boys." So we asked the cops if we could at least sign the waiver so we could be paid for the day's work, and they said no and took us to jail.

GVS And you didn't get to shoot the scene?

MP No, we didn't shoot the scene.

GVS Did you get out in twenty-four hours?

MP Well, the thing is they put us in the back of this truck and they were sweeping the truck and there was this girl and this guy who got in and they started speaking Spanish. The friend who I was with-my friend Alejandro-! see him put his head down and say, "No, no, no, no, no." And I said, "What-what are they saying?" The girl could get out of her cuffs and she had a knife and what they were telling everyone was, the next time the van stops, when the cops get out and put someone else in the van, the girl is going to stab the cop in the neck. And then everyone's going to run. [Laughter.] So we're in the back freaking out because we're going in with these people and we're lucked either way because if we say anything we'd get beaten in jail and if we don't say anything they're going to try and stab this cop and he's going to turn around and start shooting in the back of the van and we're all just back there with our hands tied. Luckily, it didn't happen. The girl, she had her hand out of the cuffs , and she was behind the cop with the knife , waiting for the car to stop and for them to open the door, and for some reason the cop had a feeling and said, "Why are you getting so close to me? Sit down." Then finally they took us to County.

GVS Fuck.

MP Do you remember when we were talking about Last Days and we were in this neighborhood of run-down houses [in Portland] and we met these kids and they were like, "Oh you should come inside and jam and play some music," and we went into their basement and jammed with them.

GVS Oh, yeah! That's true.

MP That was really—it spoke about the heart.