Dillon in the director’s chair

Matt Dillon, sitting in a Cuban-Chinese restaurant on the Upper West Side, looks better than he does in his most recent film, “City of Ghosts.” This is not to say that Dillon looks bad on screen (a doubtful proposition), merely that he appears gone to seed. There are good reasons for that. The role he plays in “City of Ghosts” requires it. And the other hats he wore -- directing, writing, and shooting the film in Cambodia -- guaranteed it.

“Being able to step back from it now, I’m able to see that I was really burned out by the time I finished it,” Dillon says over a plate of rice and beans. “I was out of my mind. I was not at peace with myself. It was the exhaustion and the stress. I remember making some bad decisions personally. I got in an altercation on the street with a backpacker. I found myself in these situations that I probably wouldn’t have found myself in. But I look back on it now and feel grateful to have had an experience like that. It was really a great time.”

Some bad times look great in retrospect. Certainly it helps to have something to show for it. “City of Ghosts,” which opens Friday, is about a scam artist, Jimmy (Dillon), who is caught holding the bag after the insurance company he fronted is deluged with claims it can’t pay. He goes to Cambodia in search of his fugitive boss, Marvin (James Caan), who owes him money. Along the way he is aided by one of Marvin’s crooked friends, Kaspar (Stellan Skarsgard), an eccentric French bar owner; Emile (Gerard Depardieu); a love interest art restorer, Sophie (Natasha McElhone); and a loyal driver, Sok (Sereyvuth Kem).

Perhaps the most important character of all, however, is Cambodia, a country that is just beginning to emerge from decades of terror and political instability. “City of Ghosts” is a snapshot from the early ‘90s, when lawlessness still prevailed, when the country harbored remnants of the Khmer Rouge, foreigners were robbed, kidnapped and sometimes murdered, prostitution was rampant, and the countryside was littered with land mines and tied together by the worst roads on the planet. Some of this is still the case.

But Cambodia somehow remains a country of grace and beauty. The people are friendly and, as Dillon observes, generous even though they don’t have much to offer.

Dillon first went to Cambodia in 1993, and though he wasn’t there long enough to fall in love with it, he was there long enough to want to come back. At about the same time, he was becoming restless professionally. The roles he was getting weren’t measuring up to what he’d found early in his career -- most notably the junkie he played in Gus Van Sant’s “Drugstore Cowboy” (1989). And with the exception of his dopey, toothy turn in “There’s Something About Mary,” his work over the last 10 years has been more offbeat than seen (“One Night at McCool’s,” “Albino Alligator”).

So he decided to do what he’d wanted to do for a long time: write and direct a movie. “I wanted to make the type of film that I would want to be cast in,” he says. “Although there is real power in making a personal film -- I mean a little film that mirrors your own life, that’s autobiographical -- I wasn’t interested in doing that. But this is a personal film in many ways. A guy dissatisfied with his life, breaking away from old ideas, old patterns, a guy who kind of finds himself on a spiritual quest.

“It mirrors where I was creatively. I was dissatisfied with the opportunities, the hand that I was being dealt.”

Adventure in wonderland

Dillon had in mind a story that had been brewing in his head about the relationship between an older man and a younger man who pursues him to Cambodia even though he’s not supposed to. Part of the lure of Cambodia for Dillon was that it would be “an adventure.” (It also didn’t hurt that the very remoteness of the country would discourage visits by meddling studio suits; a feature film hadn’t been shot there since “Lord Jim,” in 1964.)

For help with the script, Dillon turned to his old friend Barry Gifford, a novelist and screenwriter (“Wild at Heart”). Gifford says that the script they came up with was inspired by Joseph Conrad’s “An Outcast of the Islands” and an article in the International Herald Tribune about criminals hiding out in Cambodia because it didn’t have an extradition treaty with the U.S. (Dillon later found out that a friend he made there was a bank robber.) Dillon also had in a mind a swindle set in Southeast Asia. They sort of “conflated” these ideas, as Gifford puts it.

“One thing Matt and I discussed was greater truth in details,” Gifford says. “They inform the story and help tell the story. Matt has a keen eye for surroundings. His father was a portrait painter. His great-uncle created Flash Gordon.”

It took five years to get the project off the ground. Dillon says he almost shot it in 1998 but financing fell through. Finally, in 2001, it was green lighted for $10 million.

The first-rate cast came together despite the low budget and the onerous locations. One that he wanted to use but couldn’t was a brothel outside of the capital, Phnom Penh, because it was run by the Malaysian mafia (though he did employ prostitutes in a scene meant to dramatize the sex trade there). He did get his way with another difficult location, Bokor Hill Station, which required the production to rebuild a road and the crew to be mindful of venomous snakes, tigers, wild elephants, and land mines.

“Once I got there, I wanted to strangle Matt,” Caan says, referring to Bokor Hill Station. “They had to sweep for land mines three times before you stepped out of the car. Caan’s accommodations in nearby Kom Pot featured a bare lightbulb and a malfunctioning air conditioner.

“I thought I was in rehab all over again,” he says, laughing.

Landing Caan and Depardieu (who’d recently had open-heart surgery and was advised not to go) may have been a coup, but casting Sereyvuth Kem was a miracle. Dillon had been scouring L.A., Thailand and Cambodia for months looking for the right actor and finally found him hustling fares outside a bar in Phnom Penh on Christmas Day. Dillon gave him the number of his casting director. Kem showed up to the audition wearing a policeman’s uniform. It turned out that he made $11 a month as a cop, had seen only one movie (a James Bond film), and had lost his father to the Khmer Rouge.

Dillon not only hired an acting coach for him, he also had to teach him how to drive. He was so good in his early scenes that Dillon expanded his role, and he became, in a way, the heart of the film.

“There was a dreamlike quality, the juxtaposition of life in Cambodia, the duality of life there, that was fascinating to me,” Dillon says, summing up the experience. “I wanted to capture that. I remember taking a cyclo at night around the royal palace and the museum and Mekong River and there was a full moon and I thought, this is a beautiful place.”