With The Newton Boys script in place, the filmmakers prepared for their next challenge: casting the "Newtons" and their co-horts.

  Matthew McConaughey came aboard to play Willis Newton, a role he tackled with his characteristic enthusiasm.  "THE NEWTON BOYS is a great rags-to-riches story," he relates. McConaughey also appreciated the film's vivid Texas locations as well as the opportunity to reunite with his "Dazed and Confused" director. "I felt a connection to the location because the Newtons were from my hometown of Uvalde, Texas" says McConaughey. "And it is great to work with Rick again." McConaughey, who joined the production immediately after completing work in Steven Spielberg's "Amistad," further reflects on his character and motivations: "This is not a typical western. I liked the fact that the brothers were both Texan gentlemen and wild outlaws. Willis Newton made up his mind that it was okay to rob banks because he wasn't taking the people's money. The banks were insured - and the insurance companies were the biggest crooks of them all. So in his mind, everything was alright and he never looked back on that notion."

  Joining McConaughey is Ethan Hawke, who plays Jess Newton. Hawke also re-teams with Linklater, his director on "Before Sunrise." According to Walker-McBay, Hawke's casting was always in the cards. "When Rick and I were shooting 'Before Sunrise,'" she remembers, "we knew we wanted Ethan to play one of the Newton brothers; we just had to figure out which one." Like McConaughey, Hawke enjoyed digging into his character and the historical context of the adventures. "The Newtons were living in a time when the spirit of the West was being curbed. But the Newtons stuck to this kind of Old West code, which stated that whatever you were man enough to do, you did. In this spirit, they robbed banks and trains. They were the quintessential capitalists."

  Brother Dock Newton is played by Vincent D'Onofrio. "Dock is a soldier for Willis," explains the co-star of the box-office smash "Men In Black." "The brothers are all soldiering for Willis. We are there to support him. Dock and his brothers liked robbing banks. He enjoyed the money and getting away with it."

  The fourth and youngest brother, Joe Newton, is played by Skeet Ulrich, perhaps best known for his role in horror hit "Scream." Early on Joe is depicted as being somewhat naive, but he becomes tougher after each robbery. "Joe has a sense of morality," says Ulrich. "He doesn't age very much in years, but, he really ages a lot in terms of maturity and understanding. Looking at some photos of Joe through the years, I noticed he was very youthful in the beginning, but he got old quickly."

  Rounding out the Newton Gang is nitroglycerin expert Brent Glasscock, who taught Willis about blowing up safes and vaults. The role is taken on by actor/musician Dwight Yoakam, who received considerable notice for his role as an abusive husband in "Sling Blade." Like his castmates, Yoakam appreciated the story's historical roots. "I loved the idea that these were real-life characters, and that their exploits were faithfully re-created. "Glasscock is the professional of the group," continues Yoakam. "He has spent a lot of time in prison, and I don't think he ever wanted to go back to that life. He and his wife, Avis, played by Chloe Webb, realized that Willis could help them in their quest for the American Dream."

  While the exploits of the Newton boys and their relationships among one another are central to the story, the film also balances the action with a powerful romance between Willis and a strong-willed single mother, Louise, portrayed by Julianna Margulies of "ER" fame. Margulies was impressed with the powerful feelings the two had for each other. "What is truly wonderful about Willis and Louise is you see how passionate they are for one another," she points out. "Louise allows the audience a softer perspective on Willis. She stands by her man but holds her ground at the same time. Her relationship with Willis ultimately was about mutual respect. Plus, she's got moxy!"