SANTA PAULA, California — The pale, emotionally vacant face of Billy Bob Thornton wraps itself around a cigarette, extracting a nicotine-fueled instant of inspiration.

A man whose image is burned into America's consciousness as a mentally defective murderer, a foul-mouthed department store Santa and — above all else — a real-life tattooed enigma who may once have worn a vial of his lover's blood around his neck, Thornton stands on a sidewalk on this sweltering Southern California afternoon, wearing a brown jacket, khaki pants and a glaringly bad hairpiece. He hands the still-lit cigarette to a fatigued stagehand, exhales two cheeks' worth of smoke, aims his face forward and strides confidently into Bud's barbershop.

A tiny, gray-haired Hispanic man in a cowboy hat, wearing a faded purple sweatshirt, red suspenders and jeans a good six inches above his waist, ambles over to the area the A-list star once occupied. The affable man opens his mouth, which is as full of questions as it devoid of teeth: Where are they shooting the movie? Who are the stars? What are they calling it? Is it any good?

The answers, in order: right here, on Santa Paula's Main Street; Billy Bob, Susan Sarandon and Seann William Scott; "Mr. Woodcock"; let's find out.

"I play this guy, Mr. Woodcock, who is a physical-education teacher," Thornton says later. "Sort of like the physical-education teacher we all had in school, but my particular guy is maybe a little bit more on the cruel side than some. He likes to toy with [Scott] a little bit."

"I play a guy named John Farley," says Scott, attired in a beige coat and dress shirt that clashes with the drunken frat-boy image that made him famous. "He's a successful self-help author, and basically he's a big liar because his book is titled 'Letting Go: How to Get Past Your Past.' A lot of it is how he was traumatized as a kid from his gym teacher, Mr. Woodcock."

When the young man, who is visiting his Nebraskan hometown, discovers that his mother (Sarandon) has plans to marry the sadistic gym teacher, he tries to stop the wedding. It's a setup that would seem to lend itself to a boatload of comedic opportunities and has inspired far more imagination than your run-of-the-mill, bawdy studio comedy with a wink-wink naughty word in the title.

The aforementioned inquisitive man is a townie, wandering as aimlessly as he would on any other Monday afternoon at 11 a.m. But the storefronts that surround him — Cindy's Sewing, Donna T's Gifts and Groceries — have never been here before. In the window of the mom-and-pop market across the street is a small sign that reads "This store has been dressed for a movie. It is really still _____," with "Los Compadres" scribbled on the line. Walk into any of these Norman Rockwell-esque facades, in fact, and you're more likely to be reminded of Tijuana, Mexico, than Table Rock, Nebraska. Nearby posters advertising the "Annual Cornival" neglect to mention that the event is as fictitious as the quaint town hall to which it directs you; a trash can has a piece of duct tape across the top that warns "This is not a trash can."

Nothing is as it seems around here. Former "American Pie" funnyman Scott describes his role as "the straight guy in the movie. I've never played a part in a comedy where I'm not funny. Maybe the situation's funny, but I'm really the straight guy." He is currently amazed by Craig Gillespie, a first-time director whose artistic ambitions have yielded a far higher number of takes than Scott expected from a comedic film. Then, of course, there's Billy Bob's hair — lofty, pointed and imposing, all for a movie that doesn't want to be any of the three.

MTV News on the set of "Mr. Woodcock"

"He broke my foot," Thornton later smiled, cracking up his younger co-star. "We got into a wrestling match." Scott apologized for the umpteenth time and explained that there's a scene in the movie where the two characters wrestle. Then Thornton revealed another reason why "Woodcock" is Hollywood at its illusion-making best. "I'm actually wearing a size 12 shoe on my left foot and a size 13 on my right. You can see if you look closely."

Despite the broken appendages and unexpected gravitas, the co-stars soldier on, trying to get today's scene in the can. "I've come in to get a haircut, and I've brought young John Farley here along with me," Thornton said. "The barbers ... we're toying with him a little bit. They're suggesting he might want to get a haircut too."

Watching from a bench on the sidewalk of this closed-in-name-only set, the tiny old man can see Billy Bob and Seann William sitting in their barber chairs, exchanging some thinly veiled hostilities. Character actor M.C. Gainey, as one of the barbers, ties an apron tightly around the young man's neck and goes to work while the older man smiles. Suffice it to say that by the end of the scene, there is a dearly beloved chunk of hair resting on the barbershop floor.

Gillespie cuts the scene and orders his crew to set up for another, more ambitious, angle. The barbershop door opens, and out onto the sidewalk spills the two actors. Scott, the self-professed best friend of everyone on the set, walks over to a sound guy in a tight tank top. "You are pumped!" Scott exclaims. "Is that yoga?"

Billy Bob Thornton limps over to the sleep-deprived stagehand, who has been holding the cigarette all this time. The actor takes it back, ashes it and replenishes himself as if he were a long-distance runner being handed a cup of Gatorade. Inhaling deeply, he stares across the street at Bradley's Hardware, where candles with Jesus on them are sold for 99 cents.

The little old man, unfazed, continues to sit on his bench. He seems to still be asking himself at least one of his four questions: Is it any good? Sometime next year, he'll have his answer.

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