“I’m Not This Guy’s First Choice”: How Joe Pantoliano Built a Career on the Edges

“I want to be rich. You know, someone important. Like an actor.”

He doesn’t know it yet, but Joe Pantoliano is filming what will become the most famous scene of his career. He’s playing Cypher, a man searching for a way out. Hugo Weaving sits across from him as Agent Smith, a complex computer program offering an escape. Cypher can have the life he wants if he betrays those closest to him.

In between takes, Pantoliano looks over. There are his co-stars, who’ve come on their day off to watch the scene unfold. There’s Laurence Fishburne, Carrie-Anne Moss and Keanu Reeves, the leading man who fought keep this scene in The Matrix.

Pantoliano swirls his wineglass. He bites into his bloody steak. And he knows one truth: ignorance is bliss.

The Matrix is just one of several generation-defining projects to which Pantoliano has lent his talents. He played shady cop Teddy in Christopher Nolan’s breakout movie, Memento; he won an Emmy for playing sadistic gangster Ralph Cifaretto in The Sopranos; and he helped launch Michael Bay’s career with Bad Boys.

On Friday, Pantoliano is back in theaters as the comically angry Captain Howard in Bad Boys for Life, his highest-profile film project in more than a decade.

Pantoliano sinks into his roles, yet there are unifying characteristics in his most beloved parts. His characters shout. They deceive. They laugh at the expense of others. And you can’t help but like them (or at least like watching them), even as they do bad things. It’s hard to imagine anyone else playing these roles, but the actor notes he was rarely at the top of any studio’s or filmmaker’s list. A more famous person almost always had to pass.

“My greatest successes are from somebody else walking away,” Pantoliano tells The Hollywood Reporter.

Growing up, Pantoliano wanted to be rich. Someone important, like an actor.

He escaped a poor upbringing in Hoboken, New Jersey, running to Hollywood in the late 1970s. He pursued acting — and sometimes he pursued extramarital affairs and controlled substances — as a way to deal with undiagnosed anxiety and depression. His big break came in the 1979 TV miniseries From Here to Eternity opposite Natalie Wood. Afterwards, he went back to waiting tables at Matteo’s restaurant on Westwood Boulevard, but he had enough confidence to turn down $350,000 — more than $1.2 million in today’s dollars — for 14 weeks of work when NBC wanted to make the miniseries into a TV series. Pantoliano wanted to be in the movies.

Roles in Goonies, Risky Business, The Fugitive and Bad Boys would follow over the next 15 years. He’d have a son. He’d get divorced. Find love again. Get married and have more three more children. Friends and fans called him by his whimsical nickname, Joey Pants. All the while, he still hoped success would save him from inner pain.

“Hollywood was this elixir, this asylum that was going to save me. If my dreams came true, the pain inside of my chest would go away,” Pantoliano recalls thinking. “As success smiled on me, that pain was persistent. It didn’t go away.”

By the time The Matrix came around, he’d already worked with filmmakers the Wachowskis on their directorial debut, 1996’s Bound. True to Pantoliano form, he was nowhere near the top of their casting list.

“‘Seven guys are going have to say no before they will even consider you for this thing,'” Pantoliano recalls his then agent Nick Stevens saying at the time. He only landed Bound because another actor was holding out for an extra $25,000. 

After Bound, the Wachowskis went to bat for Pantoliano on The Matrix, even though Warner Bros. didn’t want him. The studio hired a personal trainer for the actor, then in his late 40s and sporting a stubborn gut. The trainer lamented that his stomach wouldn’t disappear no matter how many crunches he did. So the actor spent $7,800 on liposuction and sent the bill to then Warners executive Lorenzo di Bonaventura.

“He called me and he said, ‘Are you fucking nuts? There’s no way we’re paying this!’ recalls Pantoliano.

The actor had trouble wrapping his head around The Matrix, despite the Wachowksis showing him detailed storyboards about how the mind-bending movie would play out. He and the cast spent three months shooting the film’s exterior shots before moving on to two months of shooting on the set of the Nebuchadnezzar, the run-down ship captained by Fishburne’s Morpheus.

“I remember walking onto that stage thinking, ‘Holy Christ, what the hell is this movie?'” says Pantoliano.

He formed a close bond with co-star Moss that continued after filming wrapped.

“The biggest memory I have of Joey is after the first Matrix being at his home and he and his wife letting me hold their newborn baby for hours,” Moss recalls. “That’s what I think about when I think about Joey Pants.”

After The Matrix, Pantoliano was hopeful Cypher could find new life in its two sequels, Reloaded and Revolutions. He lobbied the Wachowskis to bring the character back, to no avail. Though Cypher’s fate was sealed, The Matrix paid dividends for Pantoliano’s career. Moss suggested he take a look at Memento, a hot script that had an inventive angle: the film would largely take place in reverse order.

Pantoliano met Memento director Nolan for the first time at a coffee shop on Beverly Boulevard. Then in his late 20s, Nolan was an unknown filmmaker whose only credit was Following, a low-budget labor of love he’d shot on the weekends with his friends around London and which had made a splash on the festival circuit a few years earlier.

Nolan was polite and intelligent. But Pantoliano sensed the filmmaker didn’t want him for Teddy, a cheerfully shady man who manipulates Guy Pearce’s Leonard Shelby, a former insurance investigator who can no longer make new memories.

“I called my agent. I said, ‘I’m positive I’m not this guy’s first choice, so just FYI, we won’t get the offer,'” Pantoliano recalls.

According to Memento lore, Denis Leary was the first choice to play Teddy, but didn’t take the part. A few weeks later, Pantoliano was offered the role.

So began one of the more rewarding artistic periods of the actor’s life. During the weekends, the Memento brain trust would assemble at Pantoliano’s home in Santa Monica to rehearse what they’d shoot the next week. That meant hours spent in the garage with Nolan, Pearce and Emma Thomas, now Nolan’s producing partner and wife. They’d work to make the dialogue more American sounding, as Pantoliano was the only American-born of the four.

When it came to shooting, Nolan would coach Pantoliano through Teddy’s headspace from scene to scene.

“Am I telling the truth? Am I lying? What is happening in this moment?” recalls Pantoliano. “Once he gave me my marching orders, I played from there.”

Memento announced to the world that Nolan was a filmmaker to watch. Within a few years, Warner Bros. had hired him to reboot Batman with 2005’s Batman Begins, and the rising filmmaker offered Pantoliano the role of corrupt police officer (ultimately played by Memento‘s Mark Boone Junior). Pantoliano rejected it. He wanted the meatier part of Jim Gordon, and he pressed Nolan to give him the role.

In past interviews, Pantoliano has noted he was unaware Gary Oldman was Nolan’s top choice, and said he was hurt that the director offered him a relatively small role after he was one of the leads in Memento. 

“I said, ‘I want to be a movie star, too. There’s a better role. You haven’t cast it. Give me that one,'” recalls Pantoliano. “But he had somebody else in mind, and so they got it, not me. Directors tell me no all the time. It’s very rare I’m telling anybody no.”

But Pantoliano had reason to feel empowered to say no; he had just won an outstanding supporting actor Emmy for The Sopranos.

The Sopranos came to Pantoliano not long after Memento hit theaters. He’d gotten to know creator David Chase years earlier when he auditioned for a role on The Rockford Files, where Chase worked as a writer. Chase offered him the role of Ralphie, but the money HBO offered wasn’t right. So the role went to somebody else. Soon, some behind-the-scenes shuffling saw that actor exit, and Pantoliano was given the money he’d asked for. 

“They hired me when they were moving on to the fourth episode, so I had catching up to do,” says Pantoliano of joining the third season of the show. “I had to reshoot all of these scenes with everybody that had already been shot.”

Ralphie was an earner, a necessary evil for Tony Soprano (James Gandolfini). He stood out as a dirt bag in a crew full of dirt bags. Given the dark nature of the role, Pantoliano wanted some anonymity when he was off set.

“The wig I had them build as an homage to Chris Nolan,” says Pantoliano. “I like Chris’ hair. And I told David, ‘I live in Hoboken, New Jersey. That’s the epicenter of Soprano-land. I want to have some anonymity.’ I wanted to be able to walk down the street.”

In one of the darkest and most controversial moments in The Sopranos, Ralph beats a young woman, Tracee, to death after she tells him she is pregnant with his child.

“It occurred to me that Ralph always instigated people to react,” Pantoliano says, noting his character insulted Tracee, getting her to spit on him. “He sees red, and in that moment beats her to death,” says Pantoliano, adding that in Ralph’s twisted thinking, “that gave him permission.”

Ralph would be a thorn in Tony’s side for two seasons, but offscreen, Pantoliano developed a warm relationship with Gandolfini, who died in 2013.

“He was always so generous and fun-loving, and frustrated sometimes because of the workload,” says Pantoliano. “Jimmy was the sun and we were all the planets that were circling him. That responsibility could wear you down.”

Chase is not one to dole out scattershot praise, but he singles out a particular scene of Pantoliano’s in which Ralphie breaks down after his son is seriously injured in a bow and arrow accident.

“What he brought to that grief completely surprised me and blew my mind. It was fantastic,” says Chase. “It was such a change-up from Ralphie, and it just made the character so complex.”

After two seasons of antagonizing Tony Soprano, Ralphie finally met his end in a fight to the death with the mob boss. Tony believed Ralphie had burned down a stable, killing the beloved horse Pie-o-My for insurance money. Chase to this day has never said if Ralphie did indeed kill the horse, and he told the actor to decide for himself. Pantoliano played it as though Ralphie were innocent. 

“If he thought that Ralphie was innocent, that’s good [for the scene], because he really believed that, and that’s how he played that scene,” says Chase. “But of course, the audience doesn’t know. And the more hysterical he got, they would start to think, maybe he did kill the horse.”

The fight to the death involved multiple stuntmen and took three days to shoot. Then, it was all over.

Pantoliano has a deep respect for The Sopranos but has never watched it because of the dark things Ralphie did. He does not miss the character, either.

“No, fuck him. No, not at all,” quipped the actor when asked if he mourned the role. “It’s one of the reasons why I never watched it. … My kids are all adults now, and none of them have seen The Sopranos.”

Pantoliano’s Emmy win in 2003 was a high-water mark in his career. His friend Michael Chiklis presented him with the award, and Pantoliano choked up with emotion as he spoke, thanking his stepfather, Florio Isabella, the man who had encouraged him to pursue acting.

Almost as soon as the speech ended, he was succumbing to self-doubt. “It was a high. It felt good at that moment,” he wrote in his 2012 memoir, Asylum. “But then my voices started whispering negative thoughts in the back of my mind: ‘Big deal. It’s only a Emmy. It ain’t enough. You’re not enough.'”

In his younger years, Pantoliano attended group therapy sessions led by Ralph Ricci, father of actor Christina Ricci. But he didn’t begin to really understand himself until after a few years after that Emmy win.

“I had a nervous breakdown after 9/11 and was finally diagnosed [with clinical depression]. I started to get my life together and understand what mental disease was,” he says.

He began noticing ways Hollywood discriminated against mental health issues. At one point, he was informed an insurance company wouldn’t insure him on a project because he had been prescribed the antidepressant Lexapro. He had to sign a waiver stating that if his depression caused a work stoppage, he would be financially responsible for the lost days on set. (If he’d had a heart attack, the insurance company would have paid for the work stoppage.)

Even as was getting his mental health in order, Pantoliano was faced with another life change. His longtime agent had moved from UTA to Endeavor, which in 2009 merged with William Morris to become WME. Not long after the merger, the agency fired Pantoliano as a client.

“There was a decision made at the very top that they only wanted to represent people that had a guarantor of $3 million gross a year. So they gave me my walking papers. ‘Thank you very much,'” says the actor. “But, you know, there are wonderful agencies. I’ve been with my agent [APA’s] Barry McPherson 10 years now. I’m still doing fine, and there’s still roles for Joey Pants.”

Among those roles is Bad Boys for Life, which sees him reunite with Will Smith and Martin Lawrence for the first time since 2003’s Bad Boys II. It’s his biggest-budget film project since 2010’s Percy Jackson & the Olympians: The Lightning Thief.

Bad Boys for Life filmmakers Adil El Arbi and Bilall Fallah admitted they weren’t sure what to expect meeting the actor, who spends much of his screen time in the Bad Boys movies chewing out Smith and Martin’s characters.

“We thought he would be harsh like so many of his characters, including Howard, but he is the most gentle person we have ever met,”  the filmmakers wrote in a joint email. “He makes you forget you are seeing him, Joe Pantoliano. You just see the character.”

Co-star Lawrence echoes what actors have been saying about Pantoliano for years: “Joey is one of the best I have ever worked with.”

The memory that keeps coming back to Pantoliano from Bad Boys for Life was shooting on the streets of Miami for the final two nights. Everyone’s families showed up as the production took over a city block, bathing it in purple light.

Even as Pantoliano sees the industry change around him, the projects he worked on years ago live on. The Sopranos is getting a prequel movie, Many Saints of Newark. (Chase declined to confirm or deny if a younger version of Ralphie will appear).The Matrix is getting a fourth installment from filmmaker Lana Wachowski, and Pantoliano is still hoping for a call from her.

“If Lana reads this interview, The Matrix is all digital,” Pantoliano says. “So Cypher could come back as an agent, as the Oracle for Christ’s sake. Whatever Lana wants, Lana gets. I’m not going to stand in her way. She should bring me back!”

As a teenager, Pantoliano dreamed of being someone important, like an actor.

“Most, most great career is built on resentment,” Pantoliano says, semi-joking. “‘I’ll show them!’ I’ll show my mom. I’ll show my dad. I’ll show the woman who broke my heart. I’ll show them.’

But by the time he was pushing 50 and filming that steak scene from The Matrix, he already knew one truth.  

“I always thought it was really clever of the Wachowskis,” Pantoliano says Cypher’s desire to become an actor. “He doesn’t say, “I want to come back as a movie star,’ he says, ‘I want to be an actor. Somebody important.’ The inside joke is that actors are the least important. The craft service guy is more important than the actor. The movie stars are important.”