Director Richard Kelly and actor James Duval talk with Michael Stock about their work on Donnie Darko (2001). Kelly explains the origin of the story and characters, the challenge of directing his first movie, and the subsequent struggle to find a distributor. James Duval describes not being aware of the stress at the time—his role and the story all seemed organic. Kelly discusses the central role of music in the movie, as well as his background in painting and illustration. Duval contrasts the indie film scene of the 1990s with the contemporary mainstream, but argues that personal, noncommercial projects are still possible. Stock and Kelly discuss the future of physical formats such as DVD and Blu-ray. At 57:18 Kelly and Duval respond to comments and questions from the audience on choosing roles to play, making your first film, the Donnie Darko mythology, film inspirations, the Los Angeles locations used in Southland Tales, and luck.