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For the last couple of years, Steven Soderbergh, one of the most acclaimed filmmakers of the last few decades, started to talk about retirement. Initially dismissed as a joke, the ambiguity played up by the director, it's become increasingly clear that Soderbergh is serious about the proposition. Fortunately, the prolific helmer is going out with a burst of activity: actioner "Haywire" opens this week, while three more films are on the way before he hangs up the viewfinder with stripper comedy/buddy film "Magic Mike," the psychological thriller "The Side Effects" (just picked up by Open Road for distribution) and the Liberace biopic "Behind the Candelabra" starring Michael Douglas and Matt Damon.

We sat down with Soderbergh for an extensive interview ahead of the release of "Haywire," and in the second part (read part one here), the director tells us that he wants to retire so he doesn't end up like Hitchcock at the end of his career, why "Magic Mike" is a comedy, not a drama, why he opted not to shoot his reality-horror thiller "Contagion" in 3D and much, much more. Check it out below, and come back before the end of the week for the full interview, including some fascinating insights into his working and creative process.

Having already appeared in "Haywire," starring in "Magic Mike" and again appearing in "Side Effects" it feels like Channing Tatum is almost like your new Matt Damon.
Yeah I can't imagine not making "Magic Mike," now that we're almost done and it was so much fun and I’m really happy with the movie and happy for him, because he's great in the movie and it's a great opportunity for him to...I mean he's danced in movies before but this, this is a little different. I think god, what if he hadn't said yes to "Haywire." If I hadn't have been fired [from "Moneyball"] I wouldn't have made "Haywire," then I wouldn't have met Channing and I wouldn't have made "Magic Mike." Yeah, I've been lucky.

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A friend of mine had a theory that the "Moneyball" experience, coming on the heels of the extremely tough "Che" shoot, was what sort of pinballed you into quote/unquote retirement.
I can understand from the outside that it might look that way, but I was planning this during the last 'Ocean's' film. Like Stalin I tend to work in five year plans, but with fewer deaths. And around the time of 'Ocean's,' I started thinking, "Five years from now I want to be out," or close to being out. It was at that point I started kicking things that I was developing that I felt that I probably might not get to. I started stripping stuff away.

Was that when Section Eight [Soderbergh's production company with George Clooney] wound down?
Yeah right around, yeah that's when it started, now that you mention it. I went to George, we were both like the work load was insane...

Didn't you guys have one project left over that you said let's not do this?
We only had one or two. That never got very far, we never got a script out of it, we were going to do that with ['Ocean's' producer] Jerry Weintraub. It was around then that I started feeling like, "hmm, maybe I'm full up."

We've heard this retirement conversation and the reasons why, which seem perfectly logical, and at the same time it's fascinating to watch the ease with which you take on new projects during that time period.
I'm still going to hit my out mark [ed. note: his last scheduled film for now, "Behind the Candelabra"]

The ease and the speed with which you go "yeah, that sounds good, let's do this project" and then you're up and running. For someone who says I'm having problems conceiving new ways to tackle films, you're still conceiving a lot.
I feel like it would be abnormal, given the amount of work over the last couple of decades, for a person not to be able to do that. Do you know what I mean? Paying attention and, and constantly recalibrating and analyzing what's happened before and error correcting. I feel you ought to be...I'm fascinated by filmmakers as their careers go on, their shoots are longer and longer and the movies go further and further over budget. I feel like shouldn't it be going the other way? I could shoot "Sex Lies & Videotape" in like 13 days now, not 30, and have it not suffer at all, because I’m just better. I just have had more experience.

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Are you a post mortem guy?
Well up to a point, you know. Once it's sort of done and the response to it is, is sort of finished, you know I’ll, I'll just look at it and go "okay, how successful were we in executing the idea as originally envisioned? What was the response to it?" On a creative level and a commercial level, what would I do differently? Sometimes it's a lot, and sometimes I wouldn't do anything differently. And I’m just sorry people didn't dig it.

And you're shooting "The Bitter Pill" soon?  
Yeah, April... I'm watching stuff to get a feel for...I've been watching like the early [William] Friedkin stuff, "Sorcerer" I'm a big fan of, I wish there was a better version of it on DVD, it's so shitty. I've been watching "Fatal Attraction" a lot, which is a really well made movie. Trying to determine what's the line here, do I want to....because it's a thriller. It would kind of indicate maybe something more subjective, but I haven't done any hand held stuff in a long time. I'm trying to decide, is it time to go back to that? If you watch say "Chinatown," there's no one better then Polanski about knowing precisely when to put the camera on the shoulder and when not. "Chinatown" is like a perfectly modulated piece of filmmaking. You'd think in a period film shot anamorphic, well you don't want to be throwing the camera...but they're isolated, very important instances where he goes handheld and it's exactly the right thing to do. So I’m trying to decide, you know, well maybe there's a version of this where for certain things you go like that, but you're adhering to your rules about movement and lens length, so that it's disguised and it doesn't feel like a weird choice. So I don't know, that's what I'm working on now.

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Do you do that for all of your films, like the rules? I’m curious about "Magic Mike" and those rules, form overall. I think a lot of people think it's this NC-17 type thing but it strikes me that it's probably something different from that.
They'll be surprised at how um,... I don't know what the right word is.

Are you having fun for the musical choices for stripping?
Oh yeah, god yeah, we've got some good stuff. It's tricky because music's expensive and we couldn't afford to pack the movie with huge iconic songs, we have a few very choice iconic songs that you've got to have. But I think...there's a sweetness to it that I think will surprise people. It's not...the humor in it is not mean.

I think you brought up "Saturday Night Fever" as a touchstone, which has humor and is an entertaining drama.
Yeah, although there's a rape scene in it, a gang rape scene, we don't have anything that terrible. So it's not a dark movie I guess is the point, at all.

It's not a comedy though.
Yeah, it is. It's a buddy movie in a way. It's just weird buddy movie in which people are not wearing their clothes.
But I'm assuming the humor is not like the humor of "The Informant!" which is pretty specific?
No, it's's funny in the way that Altman movies are funny, you know what I mean? Because it's, it's has that feel to it, there's a lot of like backstage stuff. You know the good news is for me there was a lot of scenes where you just go wow, I haven't seen that before. Which is what essentially I'm always looking for. That was part of the appeal or idea when Channing said he was developing it. You know you're always looking for a world, a new world. and I just hadn't seen this, that's why I thought it was a good idea. So it's like "The Bitter Pill," a thriller, I haven't really done that.

To some it would seem like you're ticking off genres. But I guess "Contagion" is a horror in some sense.
Yeah that's the way I looked at it, that was my version of a horror movie.

Which is very different from your traditional horror.
Yeah, but it was, we joked about it, but it was true, it's an Irwin Allen movie. I can't do Westerns, I'm terrified of horses, which is unfortunate.