In response to several interviews I have given attacking Hollywood filmmaking, a number of readers have written me asking if I could provide a more positive statement. In a word, now that I’ve hatchet-murdered the studios, could I offer a few rules on how to do it right? I hesitated at first, since as far as I am concerned, rules are the problem with most of the movies we now see. The shortcoming of Hollywood is that its confections are whipped up from recipes (you know: a dash of romance blended into a cup of suspense with a dollop of social relevance thrown on top to create the perfect post-dinner entertainment). I had no desire to offer my services as a French pastry-chef of independent cinema. Real art is not created from formulas. No matter how fancy the name we give them ("story structure," "creating a character," the "three-act screenplay"), rules and formulas are ways of avoiding what art is really about. That’s why I initially thought a how-to-do-it essay was a bad idea, but after mulling it over, I decided that maybe there was something worth saying. So, for anyone who is interested, I hereby offer ten anti-rule rules:

1. Accept no imitations. Imitate no one and nothing. I teach university film courses. Most of them are devoted to screening and discussing cinematic masterworks: Renoir’s Rules of the Game, Dreyer’s Ordet, Ozu’s Tokyo Story, De Sica’s Bicycle Thief, Rossellini’s Voyage in Italy. But sometimes I wonder if seeing these films doesn’t do more harm than good to the young filmmakers who are my students. The problem is that too many of them seem to take the wrong lesson away from the courses. They think I show them classics so that they can go off and make movies that look like the ones I screen. They think I want them to weave spaces and bodies together the way Renoir does in Rules of the Game; or to keep looking around and behind their characters, through windows, into doorways, and around corners, the way De Sica does in Bicycle Thief; or to slow events down, silence the characters, and induce meditative states the way Ozu does in Tokyo Story. The right lesson, of course, is precisely the opposite one. I show masterpieces not to persuade students to look like these movies, but to inspire them to dare to look utterly and completely like themselves. That’s the lesson all great art teaches us. De Sica, Dreyer, Renoir, and Ozu didn’t get to be great artists by imitating someone else, by making movies that resembled the ones they had seen, but by being brave enough to break all of the then-established rules in order to express their own distinctive, unique, personal visions of life. They teach us the value not of imitation, but of resisting influences, even their own. And they teach us how hard it is to do that–how hard it is to create a style that will be true to our own vision of life, and how bizarre and idiosyncratic such a style will always look (at least at first blush).

2. Film what you really are. One of the reasons Hollywood films can get away with being so fraudulent is that most of them are set on a fantasy island populated with characters who bear no resemblance to anyone who ever lived on planet Earth. Dare to make a movie about yourself. It doesn’t, of course, have to be true to the superficial details of your life (though that wouldn’t hurt), but at least make it deeply true to you honest feelings and beliefs, your genuine doubts and uncertainties, your actual interests and fears. Dare to film what you really are, what you really feel, what you really see around you. Don’t be afraid of being too personal. Your most private emotions, most secret puzzlements, most idiosyncratic obsessions are the only legitimate subject of your art. That’s another lesson the masterworks teach us.

A further reason to hold tight to your actual experiences and feelings is to avoid the clichés that lurk everywhere waiting to entrap you and your characters. As soon as you take one step away from your actual life, your work is in danger of turning into a cartoon or a soap opera. It’s easy for Spielberg to slide into sentimental pieties when he presents what other people, in another country, felt and suffered fifty years ago. What would keep him honest would be to show what he himself actually feels like when he goes to lunch to close a big deal, or how he treats his wife and children that evening if it falls through. The Hemingway-patented bullshit detector is that much more sensitive if your characters and situations are close to your own life. It’s just too easy to fool yourself, to cheat or exaggerate for effect, if your movie takes place in a galaxy far away. Make sure there is no "them" in your movie. It should be all "you." Make sure you are as kind to your characters (or as hard on them) as you would be on yourself. Make sure they are as interesting and complex (and self-justifyingly self-deluded) as you are. Let them never think they are doing anything wrong, just as you never do.

A corollary is that your characters should be at least as intelligent and self-aware as you are. Half the movies in Hollywood would evaporate if a character simply asked himself why he is behaving in such an idiotic way. Every character ever played by Schwarzenegger or Stallone would stop dead in his tracks and sign up for counseling if he were allowed to have one second of normal self-awareness. Why am I lugging this bazooka around anyway? Why do I feel such anger toward everyone? What did my parents do to me to make me feel this way? These are, of course, Neanderthal examples. But why do characters even in movies by allegedly highbrow directors (Woody Allen, Mike Nichols, Steven Soderbergh) invariably understand less about themselves and their true situations than the audience does? Why are they all so limited? It’s time we had a few characters who were smarter, more sensitive, more morally complex than the average viewer is. Why do we need movies that make us feel superior? It’s time we had a few characters who humble or chasten us, who don’t yield to trashy journalistic understandings of what makes us tick. Look at Rossellini’s General della Rovere or Dreyer’s Gertrud for illustrations.

3. Film what you don’t know. Does not contradict the preceding; though if it did, it wouldn’t really make any difference. I only mean that there is no point in writing, casting, directing, and editing a film if you know in advance where you are going to come out, how you feel about your characters and events, and what it all means. If you can storyboard your film, save your time (and that of your actors and crew), skip the shooting, and publish the story-board. There is no need to make the movie. If you don’t learn anything, no one else will either. If you don’t change your feelings about your characters and events as you go along, your audience won’t either. If your mind isn’t twisted into pretzels, theirs won’t be either. If your heart isn’t torn and conflicted by the situations your characters are in, you haven’t created complicated enough situations. You’ve reduced life to the "lite" experiences television or the newspapers give us.

Your movie should help viewers see things about their lives that they didn’t realize before they went into it. Of course, learning something, being forced out of your mental and emotional ruts, is precisely what never happens in Hollywood films. Movies like Pulp Fiction, L.A. Confidential, and Wild Things represent a button-pushing sense of art where the only goal is to force the viewer to jump through a set of pre-programmed emotional hoops. Art becomes a game of emotional tiddlywinks where you’re judged not on whether anybody actually got anything valuable out of the whole experience, but on finesse points–on how well you keep the nonsense moving right along. The director and producers decide what points they are going to make before they begin. They cast, shoot, and edit the movie so as to be sure to make them. The audience goes in and "gets" them. Then the critics come along and assign marks for how well they did it all. The reviews of these movies remind me of the chestnut about the comedian’s convention: A comedian calls out number 43 and everybody laughs. Another gets up and calls out number 12; there is even louder laughter. A third calls out number 37; nobody laughs. Explanation: Some people just don’t know how to tell a joke.

The experiences in these films are canned. Nobody involved in them–from the writer and director to the actors and editors–actually learns anything new. No one changes his mind. No one is forced out of his or her old patterns of understanding. They are vast emotional recycling operations. You put clichés in; you get clichés out. The only sermons the director or his viewers stumble on are the ones he's already cleverly hidden under his own stones when he began. It's the difference between the way Picasso painted, and filling in the outlines in a coloring book.

That's not art. That's not even good conversation. All valuable acts of expression are acts of exploration. Even a minor one like writing this piece. (Why would I waste my time doing it if I already knew in advance where my argument would take me?) Film the parts of your life you don't understand in order to try to understand them. Film the aspects of your dealings with others where you don't know what went wrong (or whether anything went wrong). Use film to blaze a trail through the emotional jungle we all live in. Consciousness cannot precede creation. Every movie Tarkovsky and Cassavetes ever made was an attempt to understand a part of their experience that they didn't understand before they began it. Along with spoken language, art is one of the greatest inventions in the history of the universe for discovering the meaning of our lives, our times, our culture.

A corollary: Dare to fail–abysmally on occasion. If you function as a genuine explorer, you can never know in advance where you'll come out (or if you'll come out anywhere valuable). It's always safer to cook from a recipe, and always risky to throw the book away, but that is the only way you'll ever make anything new. Like any other mass-produced product, if Hollywood films never rise above a certain average level of achievement, by the same virtue they never fall very far below it either. With a non-standardized approach, nothing is guaranteed. Your film may be a disaster. It may not work out. But that is the case with all truly creative experiments–Charlie Parker's solos, Paul Taylor's dances, Einstein's late theorems. Working the way a documentary filmmaker does, discovering your purposes and meanings as you go along, necessarily means performing without a safety net. But the greatest art is always made by taking the greatest chances. The road not taken is the only path along which real discoveries can be made (which is why imitating yourself is as deadly as imitating someone else).

4. A movie should be at least as strange as life. I don't know about everyone else's experiences, but the emotional lives of myself and the people I know are stranger and more complex than anything I've ever seen in Hollywood films. Their characters are too logical, knowing, and articulate by half. They have clear motives and intentions and act in accordance with them. If they have problems, they know what they are, and have game plans for dealing with them. They execute complex courses of action in pursuit of a definite goal. I don't know anyone in life who is this clear about things–including myself. I don't have intentions, motives, and goals in this way. I don't know what I really want most of the time. I don’t understand my emotions. I don't know why I do or feel most of the things I do. When I am in real emotional trouble, I am the last one to realize it. Having a real problem is not knowing you have it. (Think of your former boyfriend or girlfriend for confirmation of this.) I don't have a road map for where I'm going. I usually don't even know where I have gotten to until long after I've arrived. The people I know (including myself) are more mixed-up, more contradictory in their behavior, more changing in their feelings than characters ever are in the movies. Who of us is a character in the Hollywood way? (Dear reader, what is your character?) Even the most ordinary life is stranger and less rational than these movies assume.

When Hollywood wants to present a character who behaves less "normally," it gives us a hockey-masked slasher, has Jack Nicholson turn into the Joker or a Wolfman, or has Jim Carrey do one of his wild and crazy impersonations. But these characters separate the weirdness from everyday life too much. They make it seem too exceptional and rare and fleeting. They imagine our strangeness too externally and superficially. Our casual remarks cut more deeply than Freddy Krueger's razor-fingers. The masks we wear are much scarier than Jason's–and not removable. Our animal natures can be far more savage and unpredictable than a wolf's. Our emotional lives are much spookier and more mysterious than anything in a John Carpenter movie. You can't pound a stake through this aspect of experience. You can't lock it up at the end of the movie. Everyone I have ever known–landlords, bosses, businessmen, parents, lovers, and friends–has an interior life that is knottier and more out-of-control than Hannibal Lecter's. Capture some of the real strangeness of our emotional lives. If you don't think it can be done, look at a tape of Cassavetes' Faces or Tom Noonan's The Wife. The kinks and twists in their characters' psyches put a horror movie's to shame.

5. Leave the 'toons to Disney. It's a truism that most American feature films and the performances in them are indistinguishable from cartoons. But the problem is deeper than our cultural infatuation with superheroes or the cults that have grown up around Jack Nicholson's or Jim Carrey's cartoon versions of acting. Even most so-called serious movies (from Easy Rider to Thelma and Louise, Malcolm X, and Schindler's List) are dumbed down to the level of comic books. Characters are generic; situations are archetypal and representative; and the morality is as black-and-white as a children's book. The actors might as well wear signs around their necks telling us how we are supposed to interpret them. The audience is more or less told what to know and how to feel every step of the way.

American film needs to move beyond the Boy's Book and Harlequin romance stage. We need films where characters are not generalizations and stereotypes, but particular, prickly individuals. We need figures who are neither good nor bad, neither heroes nor villains, whose motives are impure and mixed. We need films where the drama is not premised on external conflicts, but on internal confusions and ambivalences. Why can't we have movies about characters that viewers will not be able to figure out and situations they will not be able to make up their minds about? We need movies that go into the gray and fuzzy places–movies that capture the murky irresolution of life as it is actually lived. We need scenes that explore the in-between places of life, where there is no clear problem and no clear solution. We need scenes that are pitched at tonal in-between places, scenes that don't allow the audience the luxury of figuring them out too easily or settling back into a simple relationship to them. If you think it can't be done, check out a competent stage production of any of Chekhov's plays. He made a career of doing it.

6. Make adult movies. Another way to put the preceding is to say that it's time we recapture the "adult movie" category from the pornographers. There are enough movies for teenagers. It's high time we had some genuine adult films–movies made by adults, about adults, for adults, where there is more on the characters' minds than getting laid or stoned or shot. One way to go about making adult movies would simply be to leave out everything that is there strictly to suck in teenage boys (the nudity, sex, car chases, tough-guy theatrics, shootouts, thriller plots) or girls (the lovey-dovey romance stuff, dating game comedy, mood-music melodrama, and soap operatics).

The standard reply is that a movie that lacks these sorts of things wouldn't be "entertaining" enough to sell tickets. But it's a circular argument: what is being invoked to justify childish movies is a child's definition of entertainment. We need to forget about being entertaining in this sense, and redefine entertainment to include sophisticated adult interests. Complex adult social interactions, the play of adult emotions, the difficulties of a difficult life are the most interesting things in the world for someone with an adult perspective.

Our movies are too simple, too obvious, too easy, and ultimately too boring. An adult movie will necessarily be hard and challenging, just as all real adult relationships are. Kids may want things easy, but an adult knows that no important experience (or person) yields up its meanings casually or lightly, and that the more it resists you or forces you out of your habitual patterns, the more exciting and valuable it is. That's as true in art as it is in life. Great works necessarily make demands on us; they test us; because they force us to enter into new states of awareness, new ways of knowing. You can't experience a really great work of art in a relaxed or passive way. You can't listen to Bach on your back. He forces you to answer his energies with your own. He rouses you to activity. That state of tension, engagement, and activity is not an accidental side-effect of a great work, but the very heart and soul of what all important art does.

The moral of the story is that there is no reason to apologize if a viewer has to see your movie two, three, or more times, or to struggle for months or years to work through it emotionally. I've seen Tarkovsky's The Sacrifice and Stalker at least ten times each, and still can't get comfortable with them, am still puzzled and mystified by aspects of them. That's not what's wrong with them, but what's right–like the best, most challenging, exciting experiences and people we come up against in life. Even if it's not true in aerobics, in art (as in life) "No pain, no gain" really is a reality. New experiences, fresh insights, new points of view are going to leave your emotional muscles a little sore at first. They'll have you panting to keep up with them. It has to do with the way our brains are wired. Our emotions are inertial. Our hearts always rest on the last experience. Every genuinely new way of seeing and feeling is disorienting–because it does brain surgery on us.

Of course, given our channel-surfing, easy-listening culture, many people will still prefer Happy Meal movies. They may storm out of your film muttering about its incomprehensibility; but what if they do? You are better off without them. If people aren't willing to exert themselves to the degree the work demands, they can't have the experience you want them to have even if you physically chain them to their seats (or psychologically chain them by adding sex scenes, shoot-outs, and suspense). If they are determined to lie on their backs, they are not going to hear Bach anyhow. If you play Beethoven to the supermarket crowd, you only succeed in turning the Ninth Symphony into supermarket music. You can't make someone have an experience they aren't ready to have. You can't give someone an emotional gift they are not mature enough to receive. They may need to grow up some more, live a little more, or fall in love before they are ready for your film. And, of course, they may never be ready for it; but that is their loss, not yours. Don't dumb it down in an attempt to reach everyone, or you will lose the very viewers you should most care about reaching.

7. Forget sets, props, locations, costumes. Insides are where it's at. Hollywood spends hundreds of millions of dollars every year getting the cars, furniture, haircuts, and period music right. Spielberg thinks nothing of constructing an entire city block or a country estate in order to re-create a past era. Unfortunately, in his obsession with the authenticity of objects and events, he overlooks the fact that the only thing that matters is emotional reality. The people who make these movies are clearly more comfortable dealing with props and costumes than feelings, which is why they will fuss over the most minute details of the sets, but don't see the emotional fraudulence of the scenes that are set in them.

Take sex scenes as an example. I've seen hundreds of them in Hollywood movies, but I don't think there has been even one where the woman was embarrassed by the size or shape of her breasts or hips or where the man was anxious about his ability to perform. I've seen scores of depictions of one-night stands, but I've never seen a single film where the two strangers express a profound sense of emptiness, regret, shame, or violation after making love. I shouldn't even use the word love. There is lots of glycerin, lust, and infatuation in these movies of course, but where is the trust, admiration, devotion, self-sacrifice, or deep emotional vulnerability that constitutes real adult love?

What is true of romantic attraction is true of the other feelings in these works. They are cheap, plastic knockoffs of real emotions–with only the faintest, superficial resemblance to the actual ones. (It doesn't take a Hamlet to make us realize that even reptilian emotions like anger and revenge are more complicated than the Hollywood versions of them–more tangled up in double- and triple-thinking.) The feelings in these films are as clichéd and unreal as the plots or the mood music on their sound tracks. The characters bear about as much resemblance to humans as computer animations do. Watching them is like watching a drag queen: all the externals are there, but something deep down is missing.

Ninety-nine percent of the American movies released in a given year simply recycle five or ten of these fake emotions over and over again–canned, condensed, instant anger, revenge, lust, fear, romance, and a few others. They are like well-worn counterfeit coins passed from hand to hand, from film to film, as promissory notes for the real thing. The very fact that we can assign these emotions names at all proves their fraudulence. Our emotional life never comes to us in such simple bundles. It can never be labeled like this (since it is not static, but a continuous flowing and melting transformation). Most of the feelings we have every day of our lives are utterly unnameable and indescribable. We aren't even conscious of most of them.

All of this, needless to say, represents a great opportunity for independent filmmakers. The artist moves beyond the known world of clichés, exposing the emotional wildernesses that are not on our charts. He or she moves into the "here there be dragons" sections of our souls, and maps the true emotional geography of the present, reporting back his or her findings for the benefit of the rest of us.

8. Plot–not. One of the most limiting aspects of American film is that the plot is all that matters at virtually every stage of the process. Movies are pitched, scripted, and budgeted on the basis of the cleverness of their plots. In the directing and editing process, characterization, emotional nuance, mood, and psychology are thrown to the winds to keep the plot zipping along from event to event. Filmmakers like Spielberg actually pride themselves on "telling a good story" in this children's book sense of the phrase. The great works of literature–Huckleberry Finn, Paradise Lost, Shakespeare's plays–are not reducible to their plots; only hacks like O. Henry and Agatha Christie confused narrative art with "telling a good story" in Spielberg's sense. No one ever sat through the classics of cinema for their plots. Who ever watched The Passion of Joan of Arc for its plot? Reduced to their plots, Ozu's movies are hokey melodramas. Plot has almost nothing to do with a great film's complex pleasures.

What capitalistic, materialistic myth have we enslaved ourselves to? Why do we think life is about achieving something or attaining a goal? Why do we think it is about getting somewhere or doing something? Why would we make movies about actions and events? Whose life is reducible to its events? Whose soul can be summed up by its actions? What we are is infinitely more interesting than what we do. Dare to make a film that shows that people are more interesting than the crazy events taking place around them. Show how what we do to ourselves emotionally is more interesting than anything anyone else does to us. Dare to push the pause button on the narrative and let your actors actually interact with each other. This is different from merely turning them loose to chew up the scenery in the Meryl Streep, Harvey Keitel, or Jack Nicholson way. Interaction is subtle, nuanced, and responsive; not flamboyant, ostentatious, and scene-stealing. Dare to make a movie where everything is not all tied up narratively with pink ribbons in the final scenes. Why does everything have to be resolved and explained? Make a movie that is narratively inconclusive or open to different interpretations.

A strictly personal request: make a tragic film. America is the culture that invented the sitcom and the happy face, and we seem to have lost sight of the enormous expressive power–and truth–of tragedy. Tragedy has almost disappeared as a cinematic form in America. Suffering and loss reveal things about our hearts and souls that no happy ending ever can. In rewarding their central characters with money, power, fame, and success at their ends, our films tell us a lie about life. They define its value too economically, too externally, too materialistically. In its deepest wellsprings, life is not about attaining rewards (or punishments), but about testing our spirits, deepening our souls, and enriching our consciousnesses. Make a film about that–a film in which a character may lose the world but gain her soul.

9. Why should your movie look like a movie? Who says you have to use master shots or shot-reverse shots or closeups or music on the soundtrack or anything else that other films have? It's another occupational hazard of being a film teacher that after I spend a few weeks with students teaching them some of the possibilities of cinematic syntax, many of them think that I am telling them that they should shoot their films like Hitchcock, light them like Sternberg, edit them like Eisenstein, or score them like Bernard Herrmann. What I'm actually trying to teach them is the lesson a novelist or poet presumably learns from reading great writers: to invent new forms of language to express their own particular thoughts and feelings. Don't hesitate to bend the forms past the breaking point if it will allow you to catch the little wiggle in life that only you see and feel. No more than there is a right way to paint a painting or score a symphony, is there a correct way to light or shoot a movie, a best way to edit it, a right or wrong way it should look. Hollywood has brainwashed us by flooding the market with movies that look, sound, and feel almost identical. But the question to ask is why would anyone want their movie to look like a Hollywood one? Why would you want your hand-crafted personal expression to look like it rolled off an assembly line? It's the uniqueness of our voices that makes us interesting; the most boring voices in the world are those of professionally trained radio announcers. Let your own squeaky, twitchy, nervous voice emerge; don't polish and smooth the roughness away.

A filmmaker friend of mine, Robert Kramer, made a movie called Starting Place. There are many amazing and powerful moments in it, most of which represent completely new imaginings of the possibilities of what you can say on film. There is an extended conversation in which Kramer repeatedly cuts away from the principal figure's face to show views of his feet and hands (and not as a twitchy indication of guilt in the pseudo-Freudian cliché 60 Minutes employs). There is another conversation in which Kramer intercuts tight closeups of a woman's eyebrows and hairline and ears rather showing her eyes. What Kramer does is simply what every artist does: He gets us to see with fresh eyes, to think and feel in new ways. But to do that, he has to fracture and dislocate conventional cinematic forms of presentation. He must reinvent the language to make it capable of carrying the meanings he wants it to bear. It's a question of who is the master, and the true artist is always the master of the forms he uses. And make no mistake about it: If you don't use the forms, they will use you. If you don’t twist and torture them, and beat them up, they will twist and torture you and beat you up. If you don’t ride them, they will ride you. They will homogenize and blandify your ideas. They will blend and flatten your eccentric wiggles and curves into their own cookie-cutter shapes and mass-produced meanings.

10. Who's afraid of the dark? Why do movies have establishing shots? Why does mood music tell us what characters are thinking and feeling? Why are characters' goals and intentions made visible? Why must everything be explained? Life isn't like this. I don't know what people in life are thinking. I can't see inside their hearts and read their minds. Why do we expect to be able to do that in our movies?

In fear of losing viewers, Hollywood explains more or less everything. The goal is not to leave viewers in the dark for a single minute. It's why most Hollywood movies are improved by catching them on television a half-hour or so after they have begun. Characters and events become much more fascinating when we can't figure them out. Why do we want things in our movies to be clear? Why do we want actions, events, and outcomes to be so logical and rational (since so much of life is not this way)? Why do we insist on knowing, knowing, knowing so much about everyone and everything? Life is full of mysteries, darkness, unknowns, randomness. What we are is, of course, the greatest mystery of all.

A little dark would be preferable to this blinding insight. Make a movie where people's surfaces are as opaque, their insides as invisible, as they are in life. Make a movie where the ending does not clear everything up. Make a movie where people don't progress step-by-step toward goals. Read The Sacred Fount or The Awkward Age if you want to see it done in words. Cherish the mystery of experience. Respect what can never be known–even about those closest to you: friends, relatives, and lovers. In a word, honor life.

That's ten, and as good a place as any to stop. The perceptive reader will have detected long before now that these ten rules are really only one rule repeated ten times: Tell the truth, the whole truth, and nothing but the truth. Which leads to one meta-rule that overrides all of the others: Violate any of these rules rather than betray the truth.