It sounds like a Hollywood cliche when you say it, but Tim Matheson has always wanted to direct.

The former child actor (he was the voice of “Jonny Quest”) who made the transition to leading-man status after 1978’s “National Lampoon’s Animal House,” has now made the jump to director’s chair.

Matheson, 46, has directed his first movie, the suspense-thriller ‘Breach of Conduct,” premiering Thursday on cable’s USA Network.

The personable actor feels performers’ urges to direct are just a “natural extension” of their craft. Still, he says, “all actors think it’s easy. It’s because all they think is that you tell the actors what to do and put the camera there. They don’t know about the myriad of other things you get involved in.”

And Matheson, who is also the co-executive producer, was involved in every aspect of the production, “from the length of a hallway, to every member of the crew that’s hired, to every color that is on the set and every piece of wardrobe.”

This afternoon, Matheson is working closely with an editor in a tiny, cluttered editing room off of Coldwater Canyon Boulevard in Studio City. Matheson and the editor are piecing together a pivotal, suspenseful sequence between stars Peter Coyote and Courtney Thorne-Smith (“Melrose Place”).


Matheson surrounded himself with key production people whom he’d worked with before as an actor. “The cinematographer, the production designer, the makeup person--I tried to get as many familiar faces that I could,” he says. “People that I know who would go an extra mile. I can see after awhile why people, like Clint Eastwood, use the same people all the time, because they deliver for you.”

“Breach of Conduct,” which was written by David Chisholm from a script by Scott Abbott, deals with a power-mad colonel (Coyote) of a remote Army base who stalks the pretty wife (Thorne-Smith) of a newly arrived officer. He threatens her with the destruction of her husband’s already less-than-stellar career unless she becomes his mistress. She’s arrested by military police and declared insane after trying to escape from the base.

“I didn’t want to make a typical TV movie,” says Matheson.

“Oftentimes you look at (the movies) and say, ‘Haven’t I see this before?’ I didn’t want it to be one of those. I wanted to make it a little different.”

“Breach of Conduct” isn’t the first time Matheson has stepped behind the camera. He directed an episode of “St. Elsewhere” in the ‘80s. The experience was less than satisfying.

“You just get beat up,” he says, continuing the conversation in the courtyard. “You can’t really be creative. There isn’t time. You don’t really direct the actors. They have been there a lot longer than you have and they are not going to do anything different. It isn’t fun. That isn’t what what I wanted to do.”

So he tried his hand at producing.

‘That’s no fun because you just get all the abuse,” says Matheson, who was co-producer of the 1990 feature “Blind Fury.”

“I’d have a project that I developed and bought the rights to and then all of a sudden, the director comes in and the director has all the fun with all the actors. It becomes his picture.”

He discovered the script of “Breach of Contract,” which was made for approximately $2.6 million, through his agent. “I said to him, ‘Give me young writers.’ This script was especially good because it was a genre film.”

Matheson is a real buff of horror films and thrillers. “I love Sam Raimi,” he says with real enthusiasm. “ ‘Evil Dead 2' is one of my favorite films. It’s one of the best, cheaper horror films I’ve ever seen. Horror films and suspense films can be made on a low budget without big stars and be very effective.”

The most difficult aspect of directing was the quick schedule. “I foolishly felt I could do this in 18 days,” he confesses. “I’ve even toyed with the idea of doing some syndicated action shows. I’ve sort of been invited to do one or two, just to be able to figure out how they do it--how they shoot 12 pages a day. That’s one thing I’m learning how to do. I didn’t know quite how to do it when I started.”

Matheson takes a bite out of his deli sandwich. “I could complain and bitch and moan about the problems,” he says. “But it’s a real thrill to do it. I would do it again in a second.”

And he’d love to work with his stars again. “Peter was our first choice,” he says. “He’s one of those guys who are world-class and can do anything. He’s like driving a Ferrari. He totally gave himself to me. Courtney was very good.”

Don’t look for Matheson in a cameo appearance in “Breach of Conduct.” “I just wanted to stay away,” he says. As a director, he explains, “you don’t have to worry about how you look. You don’t have to take care of your clothes. I never did sleep that much. I would wake up at 3 a.m. and say, ‘Ugh, did I miss a shot?’ I didn’t want to put myself through (acting). I couldn’t devote my energies.”

Matheson, though, hasn’t given up on acting yet. On Dec. 5, he plays a child molester in the NBC movie “While Justice Sleeps,” which also stars Cybill Shepherd.

“I did this to just open a second front,” he says. “Now I’ve done it and can take it out and show it to other people. If it’s good enough, (they’ll say), ‘OK. We will let you direct if you can come up with a project.’ So now I can look for feature projects.”

“Breach of Conduct” airs Thursday at 9 p.m. on USA; it repeats Dec. 4 at 8 p.m and Dec. 10 at 4 p.m.