Richard Kelly explains his weird film The Box to us

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Dec 14, 2012, 4:09 PM EST

Filmmaker Richard Kelly has had a weird career: He hit it big as a first-time movie director with the cult smash Donnie Darko, then went large with an epic follow-up, Southland Tales, which flopped despite its grand ambitions. So for his next act? A more modest sci-fi thriller, The Box, based on Richard Matheson's 1970 short story "Button, Button."

The story's not very long: Six pages in a recent anthology. It's also simplicity itself: A box with a red button under a glass dome arrives on the doorstep of a New York couple, Arthur and Norma Lewis, followed shortly by a mysterious man, Mr. Steward, who tells them that if they press the button, they will receive $50,000. But someone they don't know will die.

The moral and ethical quandary could not be more naked. If it were that easy, would you do it?

For Kelly's feature film, he had to expand the story quite a bit.

"This science fiction concept that he came up with [was] a crystal-clear statement that this button is going to absolutely cause the death of another human being, [and] it became, to me, something that really warranted further exploration," Kelly told us in an exclusive interview in June. He added: "I spent several years trying to figure out how to adapt this into a film."

The answer was to use the short story as the first event in a longer, original story that explored who and what was behind the odd little wooden box and how Arthur and Norma could uncover that truth and perhaps in the process find redemption.

"Are they next?" Kelly said. "Can they survive this? Can they uncover the truth, and can they redeem themselves and save themselves, perhaps? For me, that became the jumping-off point. ... Maybe expanded into a feature where there's a way to present the setup from the short story. It felt like it could be the first act of an entire film, and it felt like something that was sort of asking to be resolved, in my mind. But resolved in a way that hopefully was still very faithful to the spirit of what I believe that Matheson was kind of trying to say in a nutshell: ... that the pushing of the button, ... it's the key to the downfall of man."

Kelly changed a few things: Moved the location, upped the money to $1 million, made Mr. Steward a bit more menacing. But he kept the story in the same period (1976, to be precise), a pre-personal-computer, pre-Internet era in which the box's mysteries could remain plausibly opaque to Arthur and Norma. (Can't just Google "Steward" and "box.")

In seeking a way to flesh out Matheson's story—which was previously adapted as an episode of the 1985 incarnation of "The Twilight Zone" by Matheson himself (under the pseudonym Logan Swanson)—Kelly went into his own personal history, he said.

"Even though ... it's the first film I've done that's based on someone else's original material, it is my most personal film, because when you read the short story, Arthur and Norma, it's only six pages, so there's not much time to delve into their backstory and who they are," Kelly said. "And I decided, ... since I'm setting this in 1976, and I'm setting it in Richmond, Va., where I grew up, I thought, 'How am I going to flesh out Arthur and Norma?' And then my instinct was, 'Why don't I base them on my parents?'"

Cameron Diaz plays Norma Lewis, and X-Men's James Marsden plays her husband, Arthur. "The Box" also stars Frank Langella as the mysterious Mr. Steward.

Norma and Arthur share the same biography as Kelly's parents: Arthur works at NASA on the Viking Mars probe, as did Kelly's father; Norma is a schoolteacher from Texas, like Kelly's mother. Diaz and Marsden spent time with Kelly's folks, with Diaz even adopting the Texas twang of Kelly's mom.

The Box opens Nov. 6.