What do you do if your first film became an unlikely cult hit and your follow-up was eviscerated by critics and ignored by audiences? Well, you adapt a "Twilight Zone"-style story into a suspense-driven morality tale and enlist possibly the most well-respected indie rockers in the world to record the score.

At least that's the approach being taken by "Donnie Darko" and "Southland Tales" writer/director Richard Kelly, who recruited the Arcade Fire to record 80 minutes of original music for his upcoming feature, "The Box," staring Cameron Diaz and Frank Langella. In an exclusive interview, Kelly walked MTV News through the origins, outcome and motivations behind the collaboration.

From the start, the director had only one choice in mind to score the movie. "They're just, like, my favorite band, period," he said. "I saw the Neon Bible tour. I went to, like, four shows. And I just have always felt that their stuff was really cinematic." At the Hollywood Bowl show in September 2007, Kelly went backstage and handed a copy of the "Box" script to songwriter/vocalist Win Butler.

"He read it pretty quickly and gave me a call back to say that they were really intrigued," Kelly said. "He and [singer] Régine [Chassagne] were interested in potentially doing some music for it."

What was it about the script that convinced the band — which, at the time, was finishing off five years of constant touring and recording — to take on the project? Kelly believes the band responded in a personal way to certain themes in the story. "They're really political," he said. "And I think with 'The Box,' it's a morality tale, and it takes place in 1976, but conceptually, there's a real message to the film in terms of what it has to say about the nuclear family, and about greed, or about what everyone is willing to do to achieve a certain level of happiness in their life."

Kelly adapted the script from a '70s-era short story by "Twilight Zone" vet Richard Matheson. The film follows Diaz as one-half of a miserable suburban couple (James Marsden plays her husband) who are approached by a mysterious stranger (Langella) with a creepy proposition: press the button on this box and you'll receive $1 million, but someone on the planet will die as a consequence.

After Arcade Fire signed on, Kelly, Butler, Régine and violinist Owen Pallet, along with engineer Marcus Jobs (who'd worked on both of the band's albums) met up in a Toronto studio and, for the entirely live recordings, they assembled a full orchestra, including strings, brass and a Mellotron, as well Régine's vocal elements. "It was really amazing to see them work," Kelly said. "They're really dedicated artists."

The band's focus was on a Russian style of composition, explained Kelly, with "the strings being really raw and emotional. I think they were able to create a score that feels like it's from another era."

He added, "It's kind of like ['Psycho' composer] Bernard Hermann on acid, what they did. It's very lush, and kind of a very bombastic, emotional score — and kind of Hitchcock. It feels like a score from the 1970s."

Of his reluctance to discuss the collaboration until now, the director admitted, "It's like when there's something really cool happening, you get nervous." But now the film is completed and plans are being worked out to release the score as a separate soundtrack. "I put that in Win's court," Kelly explained, "because it's his music, and I just feel really blessed that they were willing to score the film, so it'll be out there. It'll be a big release, I'm sure."

Kelly can only hope for the same for the film itself. After the triumph of indie darling and Jake Gyllenhaal launching pad "Donnie Darko," the director frittered away much of his Hollywood cred with alternate-reality head-scratcher and box-office bomb "Southland Tales," staring The Rock. Both films, incidentally, had killer soundtracks. With "Box," Kelly has promised to deliver a commercially viable movie — with yet more kick-ass tunes — that maintains a genetic link with the trippy sci-fi suspense of "Darko."

"I'm really excited for people to hear what they've come up with," said Kelly of the Arcade Fire soundtrack. The same is undoubtedly true for his latest film, which hits theaters late in 2009.

Check out everything we've got on "The Box."

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