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You've never seen so many flies. The Proposition, the new film from director John Hillcoat and writer Nick Cave, set in the Australian Outback circa 1880, literally buzzes with them. They crawl on the actors, they bang into the camera lens. They're not extras released from jars by fly wranglers; they're not CGI pseudo-flies. They're real, and they provide not just mise-en-scène, but also a metaphor for how brutish carving civilization from wilderness can be. And by wilderness, I mean both that of the Outback, and that of a man's soul.

Captain Stanley (Ray Winstone) has one idea of what he wants his young nation to become. The three Burns brothers, Arthur, Charlie and Mike (Danny Huston, Guy Pearce and Richard Wilson, respectively), outlaws on the lam after a rape and murder spree, have another. When Stanley captures Charlie, he offers him the titular deal: If Charlie hunts down and turns in his older brother, he and his younger brother will go free. If not, they hang. The flies don't care who wins.

"The flies were really quite remarkable," Pearce told me over tea at the last Toronto International Film Festival. He wore a snappy grey suit with an open-collared shirt, and though suffering jet lag, looked considerably more rested than his haggard character. "The heat, too -- it was 48, 50 degrees by day, and would only go down to 33 at night. It was so hot, your perception of everything changes. So it was as close as you can get to what people of that period in that environment would have experienced. The more of that stuff there is, the easier my job. I don't want to be protected from it. Sure, you don't necessarily want them crawling in your mouth. But this film is about the reality of what happened, so I let it happen."

Love that "necessarily." The Proposition is the perfect Guy Pearce film, since the actor loves nothing more than disappearing into a role as if sinking into a sea of flies -- though, I guess, not necessarily in his mouth.

Born in England in 1967, Pearce moved to Australia at age 3. His father, a pilot from New Zealand, died when Guy was young; his British schoolteacher mother raised him and his older sister. His career arc is a case study for how Hollywood handles talented outsiders: He found success at home on the popular Aussie soap Neighbours (1986-89) and in the art-house hit Priscilla, Queen of the Desert (1994). They helped him land his first plum role stateside, as the cop who only seemed more straight-up than his partner Russell Crowe, in L.A. Confidential (1997).

That sleeper's success led to a small part in a mainstream movie, Rules of Engagement, and a big part in an indie, Memento (both 2000).

Pearce parlayed the considerable momentum from Memento into a couple of leads in action pics, The Count of Monte Cristo and The Time Machine (both 2002). Neither was successful, so he slipped back into indies and interesting TV work.

Just as well -- he's way more interesting when he's prickly.

Pearce is a handsome guy, with classic features and a killer jawline, but there's something about him that fights against conventionality, something skittish and angular. It's there in his body, which can look scary-skinny. It's there in his voice, too, which is both smooth British and spiky Aussie.

As good as Pearce is, he seems destined to play loners and eccentrics -- his next two roles are Andy Warhol in Factory Girl (which recently wrapped) and Harry Houdini in Death Defying Acts (in preproduction).

In The Proposition, Charlie does almost nothing for long stretches, then explodes in short bursts. "From the first scene, where they say, 'This brother or this brother?' I didn't have to do anything, because the audience does the responding. I just ride along on my horse and they come with me," Pearce said. "But for an actor, sometimes it takes a lot to do nothing. We're very expressive; we want to be doing all the time. So the effort is to show that he doesn't know what he's going to do.

"I found Charlie very fragile," he continued. "I think there always is a fragility to anyone who's stoic. It's such a brutal film, but at the same time so beautiful. Nature has that same contradiction of brutality and beauty. In this film, humans are just one more inscrutable animal."

Pearce's goal in his work, he said, is "to make an audience go, 'Oh, never thought of that before.' To help them carve out a new neural pathway, because they've never experienced quite that thing before. Broadly, that's what draws me to a script. But I never bring my real life into a film." (He's famously protective about his private life and his nine-year marriage to Kate Mestitz, a childhood sweetheart.) "Instead, I see a character in a world and I'm drawn into it," he sums up.

"When writing is really evocative, I feel my heart pound. It's actually very physical for me. Rather than intellectualizing it, I live it." Flies and all.

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