Matthew Lillard is aware that he's made some bad movies. A lot of bad movies, actually. And he's well aware that those (albeit some well-paying) movies cost him what was once a promising film career -- or, as Lillard puts it, "I sold my soul to the devil." Lillard knows that he has no business acting opposite George Clooney in Alexander Payne's new Oscar contender 'The Descendants.' Not because of acting talent -- he knows he has that -- but because he realizes he lost his "cool card" at about the same time that he made 'Scooby-Doo.' So, yes: Matthew Lillard is very aware of what you think of him. Matthew Lillard may be the most self-aware actor that I've ever interviewed. And 'The Descendants' just may change what you think of Matthew Lillard.

In Alexander Payne-directed film, Lillard plays the small but crucial role of Brian Speer -- a Hawaiian real estate broker who also happened to have an affair with Matt King's (Clooney) wife, a woman who is now in a coma after a serious boating accident. Lillard talked to Moviefone about his career, pinpointing when things started to turn for the worse, and his audition for 'The Descendants' -- an audition that he desperately tried to cancel. Oh, there's also that drunken night in Arizona when he was watching 'Scream'...

So, this movie is good...
Yeah. Shocking, huh?

Why do you say that?
Because I just don't ever... I'm never at these [junkets] when the movie is that good. I'm usually at these things when the movie is pretty not that good.

So, why are you in this really good movie?
Look, I always think that I'm the best thing in a lot of bad movies. Personally, I have to. I think that I like me as an actor.

I think a lot of other people do, too.
I agree. But that's the thing. Look: somehow, someway, I got into a bad jag of movies that helped pay the rent and I thought would help further me along. Something like 'Without a Paddle' does really well at the box office and I'm like, "Oh, here we go." In 'Without a Paddle' I'm the romantic lead -- great! A comedy and that's what America wants. Then it did nothing for me and I went into kind-of a work abyss. I just didn't get another shot.

But, like you said, it does pay the rent.
Nobody makes a 'Scooby-Doo 2' and goes, "Oh, we're going to make a..." And I don't think 'Scooby-Doo 2' is a bad movie; I think 'Scooby-Doo 2' is exactly what it's supposed to be for exactly the audience. It's just that people who are tastemakers are like, "Oh, I don't want to deal with the kid who was in that movie." Now, I'm the same guy who was in 'SLC Punk' and I'm the same guy who was in 'Dead Man's Curve' and every other independent movie in the world.

I think you can throw 'Scream' in there, too.
Sure! And at the time 'Scream' was like, "Oh, my God, it's amazing." But, you know, it's just that thing where it's like somehow, someway, you get kind of labeled this guy who was in a Freddie Prinze Jr. movie too many. And Freddie Prinze Jr. -- it's not his fault, either -- it's just these are the things that happen. I'm not a George Clooney; I don't have a ton of opportunities. Even then. Even in the '90s, when I was working a lot. When 'Summer Catch' came along, I begged for that job because I had to pay rent. And if you're third or fourth on the call sheet, you're not getting millions of dollars. It's not like I'm making gazillions of dollars. So you're out there hustling for a job.

Do you feel that time had to pass so people stopped thinking of you as the guy who was in one Freddie Prinze Jr. movie too many?
Without a doubt. Sure. One hundred percent. I have three kids, I have a house, I'm 41 years old, I have wrinkles, I have gray hair -- no matter how many times that I say that, they still look at you as that kid. Look, I'm a funky mix. I have a lot of energy.

To be fair, I was surprised how old you were. Then I remember my own age and I realize, yeah, that makes sense.
[Laughs] Right, exactly. Shit doesn't stop. Now, you think it's going to stop for me because I sold my soul to the devil, but it doesn't stop. And that's the thing... it's exciting to be me right now. It's more exciting to be Shailene Woodley [Lillard's young 'Descendants' co-star], but, you know, it's a rebirth. It's a chance and I hope that people will kind of go, "Oh, he can do that." I feel like in 'SLC Punk' I was like, "Look, I can do a lot of stuff."

OK, what if tomorrow someone came to you and said, "We're doing another Scooby-Doo..."
Wouldn't do it.

No matter how much money they threw at you?

So something like that would ruin what you have going on now?
[Long pause] I don't know. Maybe. Maybe I would do it. It depends. I think with every decision that comes up... Look, here's the thing, it's funny, I love that I keep talking about myself. I never expected that today.

To be fair, this is an interview with you. So you are going to be a topic.
No, I know. I just thought I'd be talking about this amazing movie.

We'll get to that.
No... I kind of like that people noticed. You know, when you're out there and you're like, "Fuck, I haven't worked in a long time," you're like, "Nobody cares." You and I both can name 1000 names that will never be seen again. In the back of your mind, you're like, "Is this it? Am I never coming back?" And, you know, bloggers... you start reading blogs and your name comes up on a Google alert and you're like, "Wow, really? I deserve that?" I feel like I'm a good actor. My whole life's been about acting. And, yeah, you may be in a bad movie -- but it's not your fault that the movie is bad. I'm rambling.

I don't feel you're rambling at all. Is there a moment in your career that you pinpoint as a "I should have done this instead of that"-type moment?
Well, yeah. When 'Scooby-Doo' came out, I was getting hot. I will never look back on 'Scooby-Doo' and say, "Ugh, I never should have done that." First of all, the second movie paid me enough money to live until now without having to be a waiter. And for that, I will forever be grateful. And, I liked what I did. I was taking a two-dimensional iconic character and making a real character. It's not like I fucking walk around like Shaggy. I don't do the voice. I never practiced the voice. So what I created in the character was awesome. If I had created a serial killer that went to Sundance, I would have been hyped. But I created something that was for kids and on a really high level -- you know, really goofy and big and broad. It's hard to get thrown out with the bathwater because you're asked to do something on a major studio level. So I don't regret that. But that's where the shift happened. That's where you lose your cool factor. You lose your cool card.
Now you're in 'The Descendants,' a movie that's going to get multiple Oscar nominations. How did you get your cool card back?
It was the audition. Alexander Payne is in a position in his life where he doesn't have to hire... I mean, you have George Clooney. It's done. You can do whatever you want. And our industry has gone more and more back to "Who are you?" and "What have you been in?" Which is really hard... to get back. If you've been gone for a while, all that cred you had at some point is useless. So he just casts on ability. And you walk in, you audition and you get the job.

Did you feel confident in your audition?
No. I canceled the audition. I was like, "Please, I don't want to go to this audition."

Were you nervous?
No. The night before the audition I was taking my kids to see, of all things, a Scooby-Doo movie in DVD format on Warner Bros. ranch. As a reward for being good students, we'll get dressed up and we'll go -- now I do the voice of Shaggy because Casey Kasem retired. I get the audition the night before and it's at four o'clock -- the screening is at five. So I had a choice, blow it off and be a good dad, or I can go there and work and try to get the job. And knowing that the part is Clooney's wife's lover, it's a waste of time. There is no way that I am this guy. There is no way anyone in the world will let me be this guy. It would be a joke. I walked in the door and I see five Adonises. I see five quintessentially beautiful men.

Known actors?
No, not known actors. And I'm like, "I'm not those guys." I picked up the phone and told my agent that I was just going to walk out. I was told, "They didn't want to see you. We took this audition time from another actor. You have to go in. We are forcing you in." So the casting director didn't want to see me in the first place. So you have a choice: disappoint your kids or go in and chase a fool's errand. So I went in and explained my kids were waiting for me and asked, "Can we just do this?" Like, "Not to be a jerk, but I'm charming and can show you for 20 minutes and then act? Or I can just do this?" I did and he was like, that's the best audition I've ever seen. And I was like, "Yeah, but I'm never going to get the part."

Were you hired on the spot?
No. He took three months. I think he reconsidered the part and reconsidered the idea of what this guy is in a way that a genius filmmaker does. But if you put this really good-looking guy in that part, he's automatically the villain. And there are no automatics in anything that he does. I think I'm an interesting choice and he made an interesting choice.

And now you have the part. A small part, but one of the most important roles and in the most important scene. You have to nail that.
Sure. But that's the thing... Look, you can't be in this business for more than five years... you're not a real actor unless you can really act. Do you know what I mean? If you don't think you're a real actor, then you're going to get out. If I didn't think that I was a good actor, fucking maybe I would have melted. But I think I'm a good actor -- whether that's a fool's errand or not.

Speaking of auditions... I read that -- and I always think these stories are bullshit -- but I read you didn't audition for 'Scream.' That you took a friend to the audition and you were then asked to audition. Is that true?
No. I went in to audition for Billy and the casting director was like, "You're not Billy, but come back and audition for Stu." I flew out from New York and the same day I booked 'Scream,' I booked a pilot with Billy Campbell. And I just directed a movie with Billy Campbell in it, oddly enough. And I as thinking to myself, this movie is going to be terrible. Nobody is going to see it. Wes Craven? It's lame. Cut to: 'Scream' changes my life. And that goes back to what we were saying earlier: you don't know what's going to happen. It feels like, today, it's been really nice. People are like, "We're happy for you."

I think people are happy for you. What's next?
I just directed a movie called 'Fat Kid Rules the World' with Billy Campbell. It's under a one million dollar movie. It's a great little movie about this obese teenager that finds punk rock music. It's good.

When is the last time you watched 'Scream?
You know, it's funny -- I will tell you exactly when that was. I was drunk. And I walked back... I was at a comedy improv festival in Arizona. And I walked back from performing at 2:30 in the morning. And six guys I performed with, we had beer in the room at this hotel. And I went and grabbed a beer and these six guys walked in and were hung over and drunk, or whatever. We're sitting there watching 'Scream' and I went and sat down and I talked them through it. Like, I did the DVD commentary for 'Scream' while we all sat there drunk and watching it. It was awesome. And it was funny to go back and relive it. To see just how spastic it is.

It's interesting to watch it again in 2011. Things like being suspected of murder because you own a cell phone is a bit dated.
[Laughs] That's hilarious, right? It's funny because you go back and you watch that movie and it's unbelievable for what it was to the fabric of the industry at that time. And you watch it now and you're like, "Why was it so amazing?" The thing about it is that it's so referential.

And everybody does that now.
Before that, filmmaking was all about making something timeless. It was about not being able to point to a newspaper or a piece of music because we want it to live forever on DVD or video. And that just went out the door.

Good luck with the film. I think people really do hope this continues for you.
Oh, sweet Jesus God. Call my mom and tell her. Call my mom and my dad and wife and tell her.

"Your son is nice."
Yes! Exactly! I won't have to sell a child on eBay. I'm going to sell a kid on eBay if I don't get a job that pays a little more than $1600 for a week of work