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December 20, 2017 at 01:42 PM EST

For Entertainment Weekly’s annual remembrance of stars we lost, director James Cameron walks us through his decades-long friendship with actor Bill Paxton. Below in a touching and illuminating Q&A, he discusses the five films they collaborated on — Terminator, Aliens, True Lies, Titanic, and Ghosts in the Abyss — and reveals that they might have reunited to work together again had fate not intervened… 

ENTERTAINMENT WEEKLY: You’ve said you and Bill Paxton became “fast friends” in 1981. Can you remember first meeting him and what your first impression was?
JAMES CAMERON: It was either late ’80 or early ’81 and we were doing a film, Galaxy of Terror, for Roger Corman. And I was a production designer and he had done some set decorating work in Texas and he had just come out to L.A. and he was just looking for a gig. He had been introduced by a friend of mine and he just seemed immediately like a very gregarious, but also at the same time kind of edgy character. Extremely charismatic, but always had this kind of manic crazy edge to him. We kind of hit it off. A couple years later, when I was doing Terminator, I asked him to play one of the punks who gets slaughtered. Not the most auspicious [role], but we made up for that a year later on Aliens. He blew me away with his reading for Hudson. He had a paper poster tube in his hands as a “plasma rifle” and he was just bouncing off the walls in our casting office in Pinewood Studios. I thought, “This guy’s gonna be amazing!”

I read that he improved some of his key lines in that film?
He always brought stuff and there’s definitely some improvisation in there. I actually think “game over” is his. Some of that stuff in that famous manic monologue when they just lost all hope and they’re stranded on the planet was his. He always offered a smorgasbord of ideas, mannerisms, and bits of dialogue. And I always enjoyed working with him because he always made me seem like a better writer! I don’t care where an idea comes from. And he never took offense if I didn’t use an idea. He always brought 10 times what I could have possibly integrated into the film without making it into The Bill Paxton Story. There was never ego around that. It was just the way he approached it — it was full-tilt, full afterburner. That was how he did everything.

Did you ever consider letting Hudson live given how appealing he made the character? 
Nah, the cowardly guy who goes down with a heroic death — it was too beautiful of a symmetry. And I wasn’t thinking “sequel” at all. I just wanted to make one good film. So I think everybody had their correct demise in that film. Funny thing was he was ad-libbing while firing a machine gun at the aliens who drag him down. It took us three hours in looping to figure out what he said in one 10-second moment.

True Lies was a bit of a departure for him and a fun role.
I don’t know how much of a departure it was, he had played some pretty crazed characters. The thing about Bill that shocked me on True Lies was I stumbled onto his script in the pocket of his chair on the set. His notes were so meticulous. There’s a moment where he kind of laughs and says, “No! Uh-uh-uh-uh-no-oh-oh.” Literally, he says that with a big s–t-eating grin on his face. I looked at his script and I’ll be damned if he didn’t write: “No! Uh-uh-uh-uh-no-oh-oh.” It seemed like this crazy throw-away thing and he had worked it all out. So this thing that great actors seem to do that seems so effortless and natural is not, usually. That’s when my respect for him doubled — not that I didn’t already respect him and think he was amazing.

As a director, you meticulously plan details as well, so did you relate a bit more to him because of that?
I make sure we’re well-prepared. I don’t tend to plan in some kind of perfectionist way. You have to leave room for the lightning to strike and I like to work with people who bring more than I could have possibly imagined — and Bill was that kind of actor. Most of the actors I like to work with over and over are.

And on Titanic, you originally had another actor in mind right?
Yeah, I won’t name names, but it was a very well known character actor who was 10-or-15 years older than Bill. That deal went sideways at the last minute because he [asked for] triple the money we were led to expect it was going to be. So I basically said — very kindly and respectfully — “go f–k yourself.” It was about a week and a half before I started shooting the present-day scenes. I needed somebody so I just knee-jerked and went to a go-to guy that I knew was going to deliver. So I called Bill and I said, “You gotta get on a plane. You can read the script on a plane, but you gotta tell me you’re doing it before you read it.” And he said, “Well, okay Jim, sure!” Which I think is more a measure of our friendship than his professional acumen.

Did the character change once he got his teeth into it? 
Yeah, Bill not only inhabited the character, he defined it. It was a bit of a larger-than-life character, an adventurer. Bill showed up and said, “I gotta have a gold chain, and I gotta have a sunburn like I’ve been out in the weather…” He came up with the whole look of him. He always approached everything more as a director than an actor in a way, which paid off for him when he directed two films. He approached the craft very holistically. He knew what the character needed to look like, what the character needed to sound like, and how that fit the overall fabric of the film. And I think that’s why we got along. Because he understood what I was trying to do — where I was going to be with the camera, how the scene worked. He always got it because he had that directorial sense as well.

Then you had some deep-sea submersible experience with him for real with Ghosts of the Abyss
Bill had no idea I was expecting him to carry this kind of documentary project on his back. The funny thing is Bill was an actor, he was famous, but he also had this everyman quality. And I thought that people could enter the experience of deep diving through his trepidation and perception as an outsider. He thought he was going to show up and make one Titanic dive and that would be it. But he wound up making four dives, including some record dives exploring deep inside the ship with robotic vehicles. He even flew one of the vehicles at one point and was our navigator. The irony is in Titanic he played a deep-sea explorer, in Ghosts of the Abyss he became a deep sea explorer. No bulls–t, he just did it.

Did you two ever hang out between films?
Yeah, we went on a few diving trips together, just for fun. We just loved going on adventures and hanging out. Bill could talk endlessly about literature and art. He became a serious collector. He really knew his mid-20th-century American artists very well. You wouldn’t expect with his Texas drawl and good ‘ol boy demeanor that he was very well read and stimulated by the discourse around books and plays and art. He dwarfed my comprehension of it — I’m kind of a truck driver at heart; I have pretty blue collar tastes. He was much more sophisticated in that regard. Bill was the kind of guy that one day it occurred to him that what I needed in my living room was a 700-pound head of Baccus. He bought it from some hotel that was being torn down in New York. And it just showed on a pallet on a forklift. And that 700-pound pallet is still sitting there. I have no idea how to even move it. I can’t sell that house now — I don’t know how to move the head.

What was your favorite role of his that wasn’t from one of your films?
In One False Move, he plays a sheriff in the Midwest. It was a beautiful little role for him. I think that was the moment people realized he was a serious actor and he could carry a movie.

Given your history, were you tempted to cast him in Avatar?
I don’t remember what happened there. I don’t think there was a part that fit him well. Otherwise, I would have loved to have him involved. And of course recently, I was staring down the barrel of four more Avatar films and I was thinking of a good place, a good fit for Bill. Then, of course, he died unexpectedly before I made a presentation to him. That denied us that next chance to work together. I would have loved to have continued working with Bill and I’m sure he felt the same way.

When you think about him nowadays, what’s the first thing that comes to mind?
I just miss being able to call him, and talk to him, and have some laughs. Setting aside the work — we always worked well together — it’s really that I miss him as a friend. He was a dear friend and has a beautiful family. I just miss that.

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