Matt Dillon's heavy brow and hard jaw make him the perfect handsome tough guy, eager to charm but not easy to please. First cast as a brooding teen hero in The Outsiders, Rumblefish, and Tex, his later performances in Drugstore Cowboy, Wild Things and There's Something About Mary lifted his persona out of troubled adolescence. But Dillon never quite abandoned the edge in order to establish himself as a leading man. He has a pained look in his eyes, the look of a guy who uses machismo to cover vulnerability.

Now making his screenwriting/directorial debut with City of Ghosts, Dillon stars as Jimmy Cremmins, a partner in a crooked insurance racket. When his clients start to collect after a hurricane devastates Florida, Jimmy's boss Marvin (James Caan) absconds with all the loot. Rather than stay and face an investigation, Jimmy follows Marvin's trail to Cambodia. There, he enters a vicious criminal underworld where Marvin has become king. He mixes with half-crazy expatriate Americans who have lingered in the bars of Phnom Penh since the Vietnam war. As Jimmy pursues and finally catches up with his employer, a trail of corpses clutters the way.

Dillon worked with the acclaimed novelist Barry Gifford (Wild at Heart) to create a tale clearly influenced by Joseph Conrad.

"I had a very simple idea: the story of a guy who travels to Cambodia to regroup with his mentor. I wanted it to be a story of redemption, how the guy goes through a spiritual transformation as a result of his journey."

Modern Cambodia is a wasteland left over by the Khymer Rouge and the city swarms with prostitutes and vagrants. Huge rococo buildings with crumbling balustrades overhang the dirt streets.

"Cambodia inspired the story," Dillon says. "I traveled in Southeast Asia in the early 90's. I was struck by the extremes of poverty and beauty–the dreamlike quality of the country and the city, and the culture that held together after the Khymer Rouge did everything to destroy it. "

James Caan, who turns in a grimly humorous performance as Marvin (he even does a turn singing Karaoke in Cambodian!), also found the country to be both alluring and hideous.

"We filmed at Pol Pot's last stronghold; the whole end scene in a burned-out building, nineteen kilometers up a mountain," Caan remembers. "There was a cliff, and you look over the edge to see the trees a thousand feet down. You feel the heat rising from the forest. That's the cliff Pol Pot marched people off of, all the writers and artists, anybody who looked intelligent, who wore glasses."

The cast and crew found none of the usual amenities on their Southeast Asian set, "We had to rebuild roads and get landmine clearances," Dillon points out.

The cast is rounded out by Gerard Depardieu as a sloppy Corsican bartender; Stellan Skarsgard as a creepy, duplicitous con artist and Natasha McElhone as Sophie, a British tourist who hits it off with Jimmy.

Dillon auditioned many actors to play his character’s Cambodian sidekick, but wound up choosing a man he met on the street named Sereyvuth Kem. "He was very funny and clever. I started joking around with him, and I thought, this guy might be the guy. His own life story informed the character--much of it paralleled what we had already written, but there are aspects that nobody could have make up."

But Dillon was especially satisfied with James Caan. "I don't think there is another actor of his generation who would have been better for the part," he says. "He has all the dark qualities the character needed, but he's also got this persuasive humor and charm."

Caan, who directed 1980’s Hide in Plain Sight, enjoyed working with Dillon as well. "He had the good sense to listen to people. When you are directing you have experts in every field. If you hire them and tell them to shut up, that's stupid."

While the story structure shows the marks of a first timer, Dillon's ambition has to be applauded. He spent seven years struggling to get the film made. "The process of writing, directing, and editing was really rewarding. The hardest part was raising the money. I guess I could have set myself an easier time for my first time directing, but that's not my style."