From the "People" Archives:

by Anthony Kaufman

Frank Whaley is nervous. The actor turned director is jittery; he talks fast, his eyes dart around -- he looks more like a hunted deer than a filmmaker at a Park City ski resort. Though he's well-recognized as the actor who played Kevin Spacey's assistant in "Swimming with Sharks" or the guitarist Robby Krieger from Oliver Stone's "The Doors" or the punk kid with a hamburger in Q. T.'s "Pulp Fiction," he doesn't have it easier than anyone else at Sundance. In fact, he's more high-strung than any other filmmaker I've met here. Why is he all shaken up? Because this week, he's poured his heart out into a touching Dramatic Competition film called "Joe the King" and he really, really wants everyone to like it (and someone to buy it.)

Loosely based on Whaley's own years growing up around Syracuse, NY, "Joe the King" follows 14-year-old Joe Henry (Noah Fleiss), the son of an alcoholic janitor (a beer-bellied Val Kilmer) and a philandering mother (Karen Young) who, caught in the deepest of familial and societal distresses, just wants to do right by those he loves. "There were times in my life when I was that age that I thought there was no hope," says Whaley. "I remember saying it more than on one occasion and I have it in the film, 'I wish I could just disappear out of here.' And by the grace of God or Providence, I was able to escape those doldrums."

Besides looking to his own past, Whaley cites a number of loves that informed the movie: Sherwood Anderson's book "Winesburg, Ohio," the songs of Bruce Springsteen, and Francois Truffaut's French New Wave masterpiece about a lost adolescent, "The 400 Blows" -- "I think it was the thing that made me want to become an actor and also the thing that lead me to this point of trying my hand at writing and directing," he says. "That torture of being a child: poor, lonely, alienated and sad."

indieWIRE: Tell me how you got this story down from the monster in a box to whittling it down to a script ready to shoot.

Frank Whaley: It was a monster; it was a phone book. My first draft was 350 hand written pages. It was more like a novel. I decided that when I first started writing it, that I would write a novel, then I realized it was too much work for me to do. And I'm not really a novelist. The closest thing I come to writing is screenplays, because I've read so many. So, it took me three years to get to that rough draft, and then for about a year, I cut it down. Several drafts later it was a 110 pages. It was rejected by every studio and every independent film company, because of the perceived bleakness of the material on the surface.

iW: How did you get involved with Scott Macauley and Robin O'Hara [producers of Sundance winner, "What Happened Was"], who helped get it produced.

Whaley:: They're very well respected. Being an actor, I didn't know independent film companies. I was very naive and I thought I could send it to Oliver Stone, Jersey Films, James L. Brooks -- people that I had relationships with. But they were like, you need to send it to a smaller company. Even Shooting Gallery and Good Machine -- it's so hard, it's so hard out there. Even for a guy like me, you'd think would have it easy with a lot of experience in show business. But it was just really, really difficult every step of the way.

I got with an independent producer named Janet Grillo, who produced "Spanking the Monkey." She sent it, in turn, to Scott and Robin, who I never heard of, at Forensic Films and they, in turn, hooked me up with a company called 49th Parallel, who after I got Val [Kilmer] and Ethan [Hawke] secured went out to the investors and got the money together. That process went on for about a year and a half.

iW: Was that eye-opening for you to have been in the business as an actor and suddenly, then coming in fresh as a debuting director?

Whaley:: It was humbling, because I thought it would be so easy. I thought, no problem, I have these big name actors. It was a real lesson into getting it onto the screen.

iW: Being familiar with film sets and the industry as a whole, what kind of benefits did you enjoy?

Whaley:: Without the experience that I've had on 38 motion picture sets, I would never have ever been able to do this. There were too many obstacles in my way. They just kept popping up. From beginning to end, this has been the most grueling experience of my life and it continues now. And I was able to use my acting experience, and I was able to reference notes and tips and methods that other directors had used with me. Just in terms of keeping the set organized, and keeping the chaos to a minimum, which is hard to do. Just my knowledge and my skills with language and terminology of the film set. Knowing a little about lighting and lenses from my own curiosity as an actor on sets.

iW: What was the biggest surprise you faced in suddenly going behind the camera?

Whaley:: The thrill of the small victories that come every day, like getting through the first day of shooting, which I had 8 pages of shooting -- that was a victory. As an actor, I experienced great joy, but it's nothing. You can't really take full credit or feel responsible for something. You can only feel responsible for this little, tiny part. Now I know why every director I've ever worked with, especially the independent ones, looks like the way I do now. [gestures nervously.] The amount of energy that it takes to do it well on a day to day basis. And the amount of focus. For me, I would come home every night and just either pass out sitting in a chair, fully clothed or just break down in sobs out of the emotion, because it was personal material to begin with. But at the same time, it was gratifying. That's the suffering or the explosiveness that one should feel when they're working on something that they feel strongly about. . . . And what was also shocking to me was that I could do it, that I could actually finish it and do it. When I was writing the script, I would stop in the middle and think, "Why am I doing this? It's pointless. No one's ever going to read this." When I finished it and I had the final draft, I was really shocked, shocked that I was able to accomplish it. I'm 35-years-old and it was no doubt the happiest and biggest accomplishment of my life.

iW: When you watch it now, what goes through your head?

Whaley:: At the moment -- please buy this film. Please, nobody walk out. Is Ebert liking my film? Those things. But when I was first watching it, it was a miracle. It's the most difficult art form, there's so many risks involved and so much money involved, at any level. And so I guess when I first started seeing it before the distraction of the business and the deal, which is driving me nuts, it was a miracle watching that little boy up there who I guided through this thing and he put his trust in me and looking at my friend Ethan who's on screen and it's forever. It's really forever, and the joyous moments of looking at it, in the AVID room or at the cast and crew screening in New York; here it's a different story. Here, it's like sitting in the back like a caged animal, like those minx before they carve it up for fur. That's the stress that I'm sure every one of these filmmakers is going through, except those "Texas" guys who got $9 million or whatever.

iW: But your movie is completely different. You have some serious performances in your film. With Ethan Hawke and Val Kilmer, did you mostly let them go or did you really work with them?

Whaley:: They both have completely different ways of working. I think they're both extraordinary actors. They're both theatrically trained, and with Val, he takes a more methodical approach to his acting, so he doesn't want to memorize the dialogue. We talked a lot about the character and who I thought the character was and what I thought the character meant to the boy and the significance of the scenes. I'd give him subtle notes, but I didn't want him to lose his focus and start thinking too much. And with Ethan, he was very distracted, in a good way, because his wife was about to give birth. So he was heavy, physically and in his mind and you could see it, it changed the entire tone of the scene. If you have an actor doing a 1-2 day role and god forbid, the day before, his mother dies, you're going to have to adapt to that. So he brought that in and it worked. I saw that and made some changes to the text and I just let him go. I like to change dialogue here and there, give him minor things -- these guys are good actors; they don't need much.