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For Steven Soderbergh, directing "Haywire" was a way to alleviate some frustrations he felt as a filmgoer.

"Why aren't action movies beautiful?" Soderbergh said following a sold-out screening of his new film at Lincoln Center on Tuesday night. "I see a lot of action films that I think are good action films, but they aren't beautiful to look at. That just doesn't make sense to me." To correct this industry-wide mistake, Soderbergh did what any filmmaker would do: Fix the problem himself.

Of course, in order to succeed, the Oscar-winning director required some unusual inspiration -- professional mixed martial arts fighter Gina Carano.

Soderbergh was flipping between channels late one night and stumbled onto one of Carano's fights. "I see Gina coming out. She's got the cornrows; she's got the warrior affect. I thought, 'Wow, that's interesting.' She destroyed this woman in a cage, and I just hadn't seen anything like this before," he said. "I kinda filed it away. I just thought it she was a fascinating combination of elements."

At the time, Soderbergh was knee-deep in planning for "Moneyball," an adaptation of Michael Lewis's best-selling baseball book that was to star Brad Pitt. Unfortunately, Sony wasn't happy with the direction he was taking the project -- Soderbergh wanted to intersperse documentary footage within the narrative, while also having some of the key people involved in the story play themselves -- and showed him the door. Almost simultaneously, Carano lost a fight she was expected to win against fellow MMA fighter Cris Santos. The dual setbacks led to a "Haywire."

"This is June of '09," Soderbergh recalled. "If it wasn't the same week, it was almost the same week: I got fired off of 'Moneyball,' and [Gina] lost that fight. I started thinking, I always wanted to make a spy movie, but one sorta in the vein of the '60s spy movies. Why can't she be Bond?"

Using the classic James Bond film "From Russia With Love" and the Michael Caine thriller "Funeral in Berlin" as templates, Soderbergh sat down with Lem Dobbs to work on the script. "In a way, it was a companion piece to 'The Limey,'" said Soderbergh, referring to the last film the pair worked on. "It was a revenge movie. It was non-linear, as I imagined it. [...] It all came together very quickly. We met in June, we were shooting February 1st."

Casting came together relatively quickly, too -- perhaps surprisingly, considering the A-list talents that surround Carano on film: Michael Douglas, Channing Tatum, Antonio Banderas, Michael Fassbender, Bill Paxton and Ewan McGregor.

"Everyone said yes right away. Mostly because they were really intrigued by Gina," Soderbergh said while the crowd laughed. "I encouraged all of them to go online and check her out. They were really intrigued by her and the idea of it -- especially Antonio. I remember having a conversation on the phone with Antonio. He had gone and done some searches on her before I talked to him on the phone. He just loved the whole idea. He just said, 'I just want to be a part of something in which a woman gets to do this.' He goes, 'It just sounds like a fun thing to do.'"

"Fun" and "good" are usually two different things, but despite whatever trepidation you might have about Carano's acting chops (certainly the out-of-context five-minute opening didn't assuage any fears), she more than holds her own against her lauded co-stars. Her taciturn performance (Soderbergh compared her character to a Clint Eastwood-type), the minimalist fight scenes, and the way Soderbergh uses Dave Holmes's infectious throwback score, make "Haywire" a genre exercise that you likely haven't seen before. Those expecting quick-cuts and dizzying hand-held shots should probably just Netflix the last Jason Bourne movie instead.

"It's just a different aesthetic, and it's not my aesthetic," Soderbergh said, when asked about his thoughts on the newer style of action filmmaking. "The issue for me was, if we have people who can really do it, we need to make sure that the way we're designing the shots and the cuts always amplifies the idea that we have people who can really do this. That's just a choice! It's not that I feel like it's a bad choice; it's just a choice that if I were employing on this, would feel like I'm falling back on something that I've done before. Whether it was 'Traffic' or any number of films where I employed a rough aesthetic. I really wanted something more classical."

While the aesthetic might not be rough, the "Haywire" shoot certainly provided ample opportunity for bumps and bruises. Did Carano -- who, as Soderbergh said, is used to going in a cage and fighting something -- ever mistakenly hit one of her fellow co-stars during the well-choreographed fight scenes?

"You hit [Michael Fassbender] in the head with the vase," Soderbergh said, before quickly adding, "That was kind of his fault." The audience laughed. "It was! They told him, 'She's going to grab for the vase; don't look at the vase.' And he looked at the vase, and she hit him in the eye with it. That's the take we used, but -- y'know -- that was his fault."

"Haywire" is out in theaters on Friday.