anything is accelerating. you know, if i go back in time to 1999, i could keep track myself of most of the things happening on-line. today there's so much innovation, so much-- so many tiny start-up companies. and not just in the u.s. all over the world. this is a big global phenomenon. and it's now impossible to keep track of how every company and how people are using the internet. there's so much dynamism. that's what makes me optimistic that it's still at the very beginning. >> rose: and british actress keira knightley inhabits her latest tragic her win on anna karenina. >> doing pride & prejudice was frightening because that is the character people love some of and women want to be that anna is not that kind of a creature. she's a sort of very difficult jewel like

creature but she's not somebody that people want to be. so from that kind of perspective it wasn't as terrifying as making on something like elizabeth bennett. but it was definitely challenging. she is a very odd one. >> rose: bezos and knightley when we continue. funding for charlry rose was provided by the following:

captioning sponsored by rose communications from our studios in new york city, this is charlie rose. dns-- jeff bezos is here, the c.e.o. of amazon.com. he founded the company in 1994 out of his garage as an on-line bookseller. today it is a 100 billion dollar empire and the world's largest e-commerce retailer. this week fortune named him as 2012 businessperson of the year. the magazine writes that he

is the ultimate disrupter. bezos has upended the book industry and displaced electronic merchants. now amazon is pushing into everything from couture retailing and feet film productions to i pad worthy manufacturing. i'm pleased to have him back at this table. welcome and congratulation this very nice. >> thanks, charlry, it is great to be here. >> rose: tell me where amazon is and where it's going. >> well, you know, we've been at it for 18 years now. and the happiest thing i can tell su we're still having fun. so it is a big team of people working hard. we have an unusual business approach in some ways. we're not competitor-obsessed, we're customer obsessed. we start with the customer and work backwards. we are willing to take a long-term point of view. we don't need things to pay back in just one or two or three years. >> rose: not obsessed by quarterly earnings. >> no. and we're also willing to invent and invention does take a certain amount of willingness. you have to be willing to be misunderstood, you have to

be willing to fail. but invention is really important. and that's-- so that's kind of, if i were to say what are the three big ideas about amazon, those would be the three. >> long term thinking, customer obsession and willingness to invent. >> exactly. and those things will still be true, i hope, ten years from now. >> rose: but do you know where you will be ten years from now in terms of-- it's really hard to know. you know, i think some of the things about our business as we know ten years out, technology is hard to predict ten years out. but i know that customers will still want low prices ten years from now so we'll be still working on that i know they'll want fast delivery so we'll still be working on that i know that they'll want, you know, books in 60 seconds so we'll still be working on that. so there's a bunch of things we will count on. >> we do that now on our kindle fire line. >> rose: there is so much to talk about. first this, what is this new product you have. >> this is shipping today. this is our, theo our kindle fire hd, the big one.

so this one is our 8.9 inch device. it comes in a 4 g model and it comes in a wi-fi only model this is our latest tablet. >> rose: what will it sell for? >> this is $299. and so part of what you are seeing here are seven inch tablet is $199. and we take a very unusual approach in the tablet business which is we want to make money when people use our device, not when they buy our device so we sell the device at near break even. so we can pack for $1 -- 9 in the case of the big one, $299, we can pack a lot of sophisticated technology into a very low price point. we're working hard to charge less. >> rose: do you have more in common with sam walton than steve jobs? >> you know, sam walton is somebody who i have read his autobiography. i've thought a lot about him. and i think there is-- there was a lot to admire in the way that he started wal-mart

and-- he was a customer-obsessed guy. >> rose: and he believed in low margins and huge volume. >> he really, what i think he believed in is trying to figure out what customers wanted and trying to figure out how to give it to them. certainly one of the things customers want is efficient operations so you can afford to lower price. internally i think it is easy to lower prices. it's hard to be able to afford to lower price. so there's a lot of hard work involved in charging less. >> you're also like steve in that you are a founder operator. i mean you founded the company. steve founded apple and left and came back. you have been there from the beginning. and you stay with it. >> absolutely. and i stay with it because it's fun. i love invention. i love my teammates. i like working on part of a team where we all count on each other. it's a stimulating environment if you like change and rapid change, amazon is a great place to be. >> rose: beyond what you have said characterize the

culture of amazon today. >> well, i would say that the culture of amazon starts with an externally facing culture looking at customers as our touchstone. so companies can be kind of competitor focused. and that approach can be successful. or i think they can start with the customer and that can also be successful. so some companies have kind of a conqueror mentality. if you look at their annual strategic plan it starts with their three top enemies and who they are going to crush this year. and some companies, and certainly amazon is in this group. we have an explorer mentality. so we like to go pioneering. we like to find dark alleyways and wander down them and see if they open up into broad avenues. and sometimes they do. with that pine earring exploring mentality is what drives us. the core of the culture. and over the years it's self-selecting. the people who thrive at amazon and stay at amazon

and love amazon they have that. they wake up in the shower motivated by what are we going to invent, not by which company are we going to kill. >> this article in "fortune" magazine i'm looking for it here but it describes staff meetings. in which there is often a 30 minute silence. >> yes, we have study hall the beginning of our meeting. >> explain that. >> well, the traditional kind of corporate meeting is somebody gets up in front of the room and presents, a power point presentation or some kind of slide show. and in our view, that is a very kind of, you get very little information that way. you get-- it is kind of easy for the presenter but difficult for the audience, so instead what we do is all of our meetings are structured around a 6 page narrative memo. and when you have to write your ideas out in complete sentences and complete paragraphs it forces a deeper charity-- clarity. >> there really is something to that.

>> few people know that these days. >> yes. and so what we do is we just sit and you know, he says why don't you read the memos in advance. part of the problem there is that time to read them in advance doesn't materialize out of nowhere. so this way you know everybody has the time because we're all sitting around the table reading simultaneously. you know everybody has actually read the memo. the author who has put a tremendous amount of work into writing the memo gets the warm feeling of seeing everybody read it so they know actually it hasn't been a waste of time t is getting read. and there is another nice thing about this approach too. if you have a kind of a traditional power point presentation, executives are very good at interrupting. and so the person will get halfway into their presentation and then some executive will interrupt the conversation. and that question that the executive asks probably was going to be answered five slides in. so if you read the whole six page memo, it often happens to me, i get to page two and

i have a question, i jot it in the margin, and by the time i get to page four the question has been answered so i can cross it off and it saves a lot of time. >> i mentioned this in the introduction, this is a quote from "fortune" magazine. bezos is the ultimate disrupter. he is up-ended the book industry an displaced electronic merchants. now amazon is pushing from everything from couture ree tailing and feature film production to ipad worthy tablet manufacturing. amazon even sells ultra cheap database software for businesses, auricle take note. he is willing to take risk and money and amazon stock up 30% so far this year. you like that title, disrupter? >> well, we, internally we think of ourselves as inventors. >> rose: and explorers. >> and explorers. and i think what happens, a consequence of successful invention is disruption of the old more traditional method. so that, disruption if an invention is a good

invention, and customers embrace that invention, take kindle as an example. so ebooks, kindle, books in 60 seconds, carry your whole library with you. customers is have embraced kindle. and so that's an invention. our guil is not to disrupt. but it's a consequence of invention. so when you invent something like kindle, it is going to change the publishing industry. it's going to change the book selling industry. so it does have a disruptive effect on the incumbents. but that's not the goal. >> you're in the cloud. >> yes. >> rose: you pioneered that. >> my best friends told me i'm in the clouds. (laughter) >> rose: some i know. he's up there in the cloud somewhere. is that moving along as we expected it to, data in the cloud. >> even much faster than they would have ever anticipated. we really started this

business seven years ago called amazon web services. and it has accelerated much faster than we could ever have hoped for. it's really an easier way for software engineers and companies that employ software engineers to build applications. so they can do it faster, have higher quality software. they don't have to fool around with building their own data centers. basically you can buy-- compute by the drink instead of having these expensive cap-exfixed expenses. >> take me back to the moment that you decided to go back into that business. what was the motivation there? >> we were inside amazon, amazon.com itself, the web site is a big server heavy, data center heavy application. and what we found is that our applications engineers, the people who write the code that you actually interact with as a customer, we're having to do a lot of fine-grained coordination with our networking engineers. the people who organize the data centers and make all

the servers work. and that fine-grained coordination was a lot of heavy lifting but it didn't provide any differentiation it was kind of the price of admission rather than something that our customers cared about. so we realized is we needed to create a set of they call them apies, application programming interfaces that would kind of stabilize and harden the environment that our applications engineers worked in. so that they wouldn't have to do all these weekly conversations with the data center team. and that's what we did. we started planning out these things. we started planning them out just for our own use. and as we were planning out all of this infrastructure, all these infrastructure web services we realized wait a second, if we need this, everybody is going to need this. we're just the canary. we're just seeing it a little bit sooner. and so we decided to do a little extra work to externalize it and make it a service that people could buy. >> that's the way great ideas -- >> yeah, necessity is the

mother of invention. >> yeah there are people who wonder about two things. are you headed to brick and mortar. >> you know, i get asked this question a lot. and the answer is we would love to but only if we can have a truly differentiated idea. so one of the things that we are-- we don't do very well at amazon is do a me two product offering. so when i look at physical retail stores it's very well served. the people who operate physical retail stores are very good at it. and so it's-- you know, the question we would always have before we would embark on such a thing is what is the idea what would we do that would be different. how would it be better. we don't want to just do things because we can do them. we want to do something-- we don't want to be redundant. >> so it's not beyond the imagination, would you do it if you had an idea that we could do it better and different. >> exactly right. we don't have a religion. in fact our brand name would extend. the reason i get asked that

question from time to time is because people know that the amazon brand name would probably work well, the physical world environment. so there are some, we have some of the assets in place that we would need to do that. >> would it have any advantage other than being a profit centre? which is a pretty good advantage. >> but that's the kind of question that we ask ourselves when we're looking for something that would make it not a me too offering. we want it to be differentiated. we want-- you know, if you-- if somebody is already-- if 100 companies-- companies are doing something and you're the 101s you're not really bringing any value to society. and so and typically by the way the business results aren't very good for something like that either. and so what we want to do is we want to do something that is uniquely amazon and if we can find that requested, and we haven't found it yet but if we can find that we would love to open physical stores. >> what have you worried about that might be a change to your business? in terms of being a threat to your survival. >> one of the things that we think about, we think about

every time we see a big new phenomenon we try to figure out -- >> tablets like that. >> mobile, tablets for sure but mobile in general, smart phones, tablets. we definitely think about mobile because if it's good for our business, bad for our business s there something we could be inspired by. social networks. we look at that too. we say is there some way this could inspire us to do something in the e-commerce arena. >> or give birth to things that could challenge you in terms of where you are. >> absolutely. it turns out on the mobile side what we see so far is encouraging is that it is kind of a tailwind for our business because people can take a tablet like the kindle fire or i pad or any other tablet and lean back on their sofa and shop on amazon. it he is a behavior we encourage, by 9 way, and but so we have to pay attention to that. we have to make sure that we're building the right apps for people. we've taken an unusual approach with our kindle book store which is that not

only can you read when you buy a kindle book not only you can read it on kindle hardware but you can read it on every platform. you can read it on your i pad. we call it whisper sync, you can read it on your ios device. >> you can read it if you have another kindle somewhere else pick up where are you. >> if are you in line at the grocery store and you want to read a few page os on the iphone, you can do that, it syncs up with your kindle. >> or watching my show one place, watch it another place, pick up exactly where it was. >> true story. >> all right, the other thing people wonder about are phones, amazon phones. >> yeah. well, here is one where we're very reluctant to discuss our future road map. >> yes, i know,. >> so i will have to decline to answer that question. but-- . >> rose: otherwise it might incriminate you. >> i will just have to ask you to stay tuned. i wouldn't want to speculate there are a bunch of rumor, i agree there are a bunch of rumors that we might do a phone. >> rose: that answer leads us to believe that you are

going to do it, are you just waiting for the right opportunity. >> well, you'll have to wait and see. >> rose: what would-- you believe that the internet is in its infancy. >> absolutely, still today. i think it's still day one. >> rose: day one. >> absolutely-- i don't even think-- . >> rose: not day 25. >> the alarm clock hasn't gone off yet. you haven't even hit the snooze alarm once. it's early. >> rose: make the case why it's early. >> what i would say, i think it's day two in the rate of change slows. and so far the rate of change on the internet if anything is accelerating. you know, if i go back in time to 1999, i could keep track myself of most of the things happening on-line. today there is so much innovation, so many tiny start-up companies, and not just in the u.s. all over the world. this is a big global

phenomenon. and it's now impossible to keep track of how every company and how people are using the internet. there is so much dynamism. that's what makes me optimistic that it's still at the very beginning. >> rose: cyberwarfare has a new urgency in washington as the president has --. >> as it should. >> rose: talk to me about that, as you see it. >> well, i think stucksnet, the voy russ that was used to attack the iranian centrifuges is a huge wake-up call. most people have computer viruses in their heads, they think of computer viruses as something that might mess with their data. they don't think of computer viruses as something that can destroy physical infrastructure. but in fact, almost all, you know, modern pieces of capital equipment take a electric power generation station, big turbines,

natural gas powered turbine. >> they're driven by software. >> they're driven by software and to be efficient you have to take that big turbine and spin it at very high speeds. and to be really efficient you want to spin it right up to its structural limit its and no further. so you can use the software if you take control of that software to overspin the turbine and it will fly apart. it can destroy it. and so there's a lot of-- i think people are rightly awakening to this issue. an it's a very, very troubling. because you know, there are people all over the world, different governments that have very sophisticated cyberwarfare capabilities and then there are probably, you also could worry about individuals in that regard. and other kinds of organizations that would keep awake at night. >> rose: for a long time it

was assumed that the united states was at the cutting edge and was leading the expansion in terms of science and technology. >> yes. >> and we got lots of nobel prizes to sert few that. is that going to be the future? might we lose the lead in computer science, electrical engineering and all the things that dictate what has brought us here? >> well, i think first of all i still think in many ways the u.s. is a very dynamic society. in part because of not just because we have a good college education system. >> best universities in the world. >> best universities in the world. >> but one of the reasons that there is so much energy in the u.s. is because we embrace individuals in this country in a way that isn't always done throughout the world. so when you look at something like silicon valley is a great-- where amazon is in seattle but

silicon valley is kind of the heart of the internet tech. >> rose: i think of them often as one, silicon valley and seattle. >> you look at silicon valley and it's a place where entrepreneurs are celebrated. where somebody with a good idea can quickly raise money and get started. you go to a lot of other places in the world and the idea of celebrating the entrepreneur, celebrating the individual with an idea, that kind of, you know, the two kids in the garage or the-- or in their dorm room, this is one of the best places in the world for that and that's a cultural thing that is very persistent. >> that is why they all beat a path to silicon valley when they come to america. >> if you are worried about the issue that you brought up, there's a very simple solution which is we do something which from a policy point of view in this country is clearly in my opinion malpractice, which is that we recruit these most talented students. >> to go to our universities. >> to come to our universities.

and then as soon as they graduate you say no, you may not stay here. a lot of them would like to stay here. and these are people who would create jobs. and so i think there's a kind of a jingoistic, a strange counter-- you know, something that's not all helpful, counterproduction. >> they we should staple a green card to their diploma. >> absolutely. if somebody comes here and gets a degree in neuroscience or computer science, organic chemistry, for goodness sake let's try to keep them. >> rose: i do hear a certain libertarian philosophy within you? >> i think of myself as a diverseitarian. so-and-so i think-- i like diverse systems. so for me, i think that there is, you know, what you want is a role for government. you definitely want a strong role for individuals and small companies and entrepreneur and small businesspeople. and you also want a role for

state governments. you want a role for nonprofit organizations. all of these things overlap. and so there are some things, anything that you can do with a for-profit model you probably prefer to do it that way than with a nonprofit model because then it's self-sustaining. the example i would give you is i would love it if the same way there is this hypercompetition amongst, you know, in computer chips, and wireless technologies. that's like you know billions of dollars get invested. because of that profit incentive. what if we could have that same competitive zeal around educational software. or you know, so there, and it could happen. and so-- . >> rose: how could it happen? >> well, because-- . >> rose: what is to prevent it from happening. >> if one company starts to make a lot of money, if they crack the code on some educational software that actually has measurable results, then, and they

start to have a significant profits, significant profits attract competition. >> rose: is mo going to deliver everything for us, are we going to end up with tablets or miniature tablets and smart phones that are really going to be for most people their access toll you will aft internet no more pcs. >> yeah, i think will you probably all these foreign factors will persist. i think laptops with real keyboards for people who write a lot, for example, will still be important. for people who mostly their writing is text messages and e-mails and updating their facebook page, you don't need necessarily a laptop keyboard for that. >> rose: no, you don't. and with 140 characters you don't need a keyboard for that. >> no, you don't. >> rose: so how do you feel b you're a guy who believes, you love to read. you believe in complete sentences. >> yeah. >> rose: so what do you

think of tweets. >> you know, i think-- i'm a big fan of that model. because every kind of new communication method we come up with seems to coexist with the prior ones. you don't necessarily-- it's not like twitter is going to displace e-mail. but there's some cool thing it's about how twitter works. the fact that it's asymmetric, at he not a reciprocal. if a lot of people want to follow charlie rose, charlie rose doesn't have to follow all those people. >> exactly right. >> is twitter going to supplant facebook in terms of -- >> i done think sop. because again i think they're very different. i think they coexist very nicely. you even see there terms of social networks with you look at something like facebook and linkedin and they coexist very nicely well. one of the things that people often get wrong about

business is their mental model is that they think of it as a sports competition. and there's, you know there is a winner. and a kports competition-- sports competition there is a winner and a loser. somebody at the end of the game is the winner. and typically in business, industry is rise and fall. so industries succeed. in most cases there are multiple winners. and so it doesn't have to be, you know, it's not is it going to be twitter or facebook. the answer to that is probably yes. >> has there been a poi since amazon gained traction that you thought you could lose it all? >> you know, first of all, i'm an optimist, charlie so you have to completely measure everything i say through that lens. but no, i've been optimistic about amazon from the early days. now not-- i was most pessimistic literally at the very beginning. so it took 60 meetings to raise a million dollars. i needed a million dollars

to get the company started. 22 people providing about 50,000 dollars each on average to get me that million dollars. that was the riskiest time frame that is when the whole thing could have never happened. because raising that money was very, very difficult. the first question most of those people had was what's the internet. and then of the 40 people that i talked to who did not invest, you know, anybody who knew anything about the book business, for example, did not invest. >> exactly. >> and so that was the most fragile moment for amazon. and since about 1997 for the most part our, you know, our immediate destiny, our near term destiny has been in our own hands. >> rose: are summa cum laude graduate from princeton with a degree in mechanical engineering. >> yes. >> then you went to wall street. >> yes. >> what were you thinking about? >> i went to a very unusual wall street term it was a quantitative hedge fund. >> rose: yes. >> and all the people,

almost all the people at the firm were computer scientists. >> rose: that is right. >> and we programmed the computers. and the computers made all the trading decisions. it was lead by a brilliant computer scientist named david shaw. >> rose: so dow have the same passion for math that you had for computer science and electrical engineering? >> for me. >> rose: because a lot of those guys build mathematical models. >> yes, absolutely. my, you know, my real passion is for technology and invention. i like doing things that are new, solving problems. what i really like the most is working on teams that solve problems. brainstorming is my favorite activity. >> rose: brainstorming. >> if i could organize my day just in terms of pure enjoyment, i would just be with other people around a quite board. >> rose: i think the most amazing thing that this country needs is to bring-- the catalyst to bring the highest level of

iq and emotional experience to problem-solving. so people from diverse backgrounds come to a place where there is collaboration, you know, and sharing and all of that, to look at innovate of ways to deal with all the problems we have. >> yes. >> rose: and there are certain models for that. and certain people who do that well. >> yes. >> rose: and i expect you do that. >> there are certain ways of brainstorming, sometimes you sit in front of a quite board and play off each other. >> rose: the key is selecting the right people. >> yes. an having a good process. so for example, when you brainstorm sometimes some people start with skepticism. and so the test thing they want to do is you come up with a new idea and they say that can't work. and here are the seven reasons. if you are like i am and you don't have a good process around that, that's very deflating. feels like somebody just poured cold water on your idea. as you set up a better process you say okay, now we're going to spend 15 minutes providing skepticism, picking this apart. >> right.

>> and then we're going to force rank all of the reasons this won't work. and then we're going to find solutions to each of those. and so you can iterate it through that. >> yeah. >> rose: do you know david kelley. >> yes, i do. >> rose: that is his sort of model as well. >> yes. >> rose: taxes. >> yes. >> rose: you have a-- with familiar with taxes. >> yes. >> rose: some stateds believe that internet transactions should be taxed. >> the only thing certain other than death, charlie. >> rose: only two things are certain, death and taxes. without said that mark twain. >> mark twain. >> rose: that's changing, in the beginning there was no taxation. >> are you talking about sales tax. >> rose: yes. >> and so we are-- for ten years now our position on this has been there should be federal legislation that-- . >> rose: but not state-by-state. >> what happen-- what is happening is the state-by-state and what we think could be better is the federal legislation. so we're trying to get that to happen. >> has that been a huge benefit to you in terms of gaining traction in the success of your business?

>> you know, some people say that, charlie. i done believe so. and my-- the reason i done believe that is because we are just as successful in the states where we do collect sales tax. for example in washington state where we have been, collected sales tax there the whole time. you go to the european union where they have value added tax. we've been very successful there and collected the value added tax the wol time. >> go to japan. >> you think we should add val u added tax in america. >> i don't think so i think the state tax system is fine. i wouldn't change the state steals tax system. it is kind of a technical issue but the supreme court in 1992 said that congress, the federal congress has the authority to allow states to collect sales tax from out of state merchants which they can't do without that federal authority because of the interstate commerce clause and the constitution.

>> i want to till the thing i most admire about you in a moment. >> so here it, this is by far the least expensive 4 g devoice on the market. >> an are you so proud of that, aren't you. >> i really am. this is 499 and we packed even 4 g in there with all ten antennas. >> this is 499. >> 499 colors. >> rose: and what is an ipad. >> the equivalent ipad would be about $700. >> rose: $300 difference. >> yeah, and the reason is we're not trying to make money, take a totally different approach. when you buy this device we hope to tell you ebooks, music, video. >> rose: so therefore your margin or expected profit from the sale of this does not have to be -- >> what we're trying to do. we're not a hardware company per se so we're not trying to make money on the hardware. we build this high quality hardware but if you don't-- if we don't have to put hundreds of dollars of profit into this device then we can pack a lot of technology in it at a very low price point. that's why you can have a 4

g device for only $499. >> having said that back to the technology. what was the hardest thing to put this together? what did you have to pass in order to make this happen. what were the technology barriers that you had to overcome? >> for us, you know, the hardest thing -- here's the thing. people don't want gadgets. they want services. and so for us the hardest piece has been integrating in a very, very simple way for customers the vast amazon content exo system. so you know we have 22 million movies, tv episodes, songs, games, apps, books that you can seamlessly buy and read and watch and listen to on this device. but taking all of that and organizing-- the software on these devices is the hardest part. now not to you know, the base has to be great hardware. but if you are's asking me which piece, where the secret sauce really is, the

secret sauce in this is integrating that amazon ecosystem into the device. >> rose: here's my famous quote by you. i want my legacy to be -- >> world's oldest man. >> rose: world's oldest man, that's it that's a great legacy to aspire to. i thank you. you are doing so many interesting things. let me just come to one other. >> yeah. >> you love science fiction. >> i do. >> has that been part of the common-- could we suggest. >> yes. >> someone who thinks about the future all the time, is it in fact goes hand-in-hand with the fascination with science fiction. >> i think does. for me it does. absolutely. since i was a little kid i've been reading science fiction. hi a great discovery at my grandfather's town where i spent my summers in texas 3,000 person town. the little tiny library there in town had, somebody had donated the whole science fiction collect, like 300 science fiction books. and over the course of

several summers i read my way through all those, you know, all the classics. and i did think it has -- >> it gives you a frame of mind to think about the future all the time and ask the question why not. >> exactly. and you know i think also the dreamers, you know, science fiction authors are a kind of dreamer. and the dreamers come first. so the dreamers dream and builders come along. they're inspired by the dreamers. and then builders come along and with that inspiration some of the stuff comes true. >> and then the business model. >> and science fiction is useful because there are utopias that people say hey, that would be really great if, you know, we had spaceships and we could gal vant about the solar system. >> so are you a dreamer or a builder? >> well, you know, i like to think of myself primarily as a builder. but i, you know, you've got to have a little bit of dream never you to invent. and you know, and whenever i say something like that i want to jump in, amazon is a

team effort. we have a lot of builders at amazon. we have a lot of invent ares at amazon. and that's why, that's why it, wod. and that's also why it's fun. >> rose: it's great to see you my friend. >> great to see you, charlie. >> rose: jeff bezos, will's be right back. stay with us. keira knightley is here after a broke outs-- breakout performance in bebd it like bechham she found her voice in films like pride and prejudice and a tonlt. her latest role from leo tolstoy, she plays the lead in joe wright and the adaptation of the the classic anna karenina. richard corelis of "time" magazine has written of her, a nervey performance, acutely attune to the changes, a creature must endure in her first leap into mad passion. she makes anna karenina an operatic romance worth singing about. i'm pleased to have her back at this table. welcome. >> thank you. >> rose: boy.

so there's some of to talk about with you. so much to look forward to. here is the cover of vogue. >> yeah. >> rose: love story, keira knightley, the man in her life and the role of a lifetime. i assume the role of a lifetime is this role. >> must be, yeah. i think so i think that's quite safe to say. >> rose: did it turn out to be that way for you? >> well, i mean not knowing what is going to happen in the future i don't know that i can completely say that. but yeah, i mean it's definitely the most challenging and probably one of the most rewarding parts i've ever played, yeah. >> rose: but you have done pride & prejudice, atonement. >> yeah. >> rose: so were you readily open to the idea of doing this? >> yes, i was absolutely desperate, as soon as joe wright said are you up for it i said yes, yes, yes. you know, i think it was quite interesting. because doing pride & prejudice was totally terrifying because that is the character that people love so much. and women want to be her. and you know. anna is not that kind of a creature.

she's a sort of very difficult jewel like creature but she's not somebody that people want to be. so from that kind of perspective t wasn't as terrifying as taking on something like elizabeth bennett. but it was definitely challenging. she is a very odd one. >> rose: yes. >> and so trying to capture all of that was definitely a challenge. >> rose: it how did you prepare for it? what did dow? because you're working with a director who you already have a relationship with. >> yeah, definitely. >> rose: he understands you. >> he does. and it's a wonderful relationship that we have. and i'm incredibly lucky for that. but it, you know, we hadn't tackled a creature like her before. we'd always tackled people who we could fall in love with, you know. and even in atonement, a character who is very kind of icy but dow fall in love with her. i'm not quite clear sure the purpose of anna karenina is something very different. and she is, she is there to be fallen in love with but she is also there to be condemned. an actually trying to kind of fav gate your way into playing somebody that has to

be morally questionable, is quite interesting. so we definitely had a lot of discussions about that. but really it was all based on the book. >> rose: but you had-- so first you read the book and then you read the script. >> yeah. >> rose: and then you look for a way to -- >> a way in. >> rose: is that what compaqers say. >> yeah, a way in, i think normally when are you doing something based on a novel you expect the kind of interior life of the character to be there. and most of your questions are answered for them. with anna karenina and again i think it's a question of whether anna is meant to be the her win or anti-her heroin, to it doesn't often explain what is going on in her head. people will disagree with this, but it seems to me like he stands outside and he judges her. and trying to kind of figure out what was going on in her head and why she leaves her son which is something that i think most people would find very difficult to understand. and i certainly, i don't have children but i found that very difficult to

understand. you know, trying to kind of get your head around all of those things was quite tricky but fascinating. >> rose: would she say hi no choice? it was an uncontrollable force that drove me forward? >> yes, i think you could say that. i think, i think we came to the conclusion that it was almost like she was an internal optimist. she kept thinking it was going to be all right. she kept thinking that there would be a way that she would be able to have everything. and sort of the employment that she realizes that actually she can't, is the moment that it is too late. so but i think a lot of people would say, and there are certain times where she would say i don't have any choices. the only way that i can do it. >> rose: take a look at this. this is where you and count bronski played by aaron taylor johnson, i love this moment, here it is. >> love was never a game to us. there is an end to living in corners. existing day-to-day on lies. yes, now we can be together.

>> how can we, alexis. >> tell everything. >> do you think my husband will make you a present of me. >> leave him. >> leave him and be your mistress. >> yes. runnaway. >> i would never see my son again. the laws are made by husbands and fathers. >> what then? i'll never forgive me self for your unhappiness. >> unhappiness? i'm like a starving beggar who has been given food. i, unhappy? no. this is my happiness. >> rose: so tell me about that scene. tell me about the act of that scene. >> that scene was actually a reshoot, yeah, which came a year after-- no, six months after we shot the main thing. which was about seeing them in the glory of rot man's. because i think it's a story that gets very dark very

quickly. >> rose: yes. >> and as it does in the book. that side of the story there is another side of the story that is very light and hopeful. but so i think that seems about seeing them in the midst of the romantic, wonderful part. but it's also about saying well, i have a husband, what do you want me to do. >> rose: and i would have to leave my child. >> and i would have to leave my child. >> rose: that is not what fatherhood and mother issuedhood is about. >> no. >> rose: go who is playing your husband. >> jude law. >> rose: a surprising role for him? >> yes. but he's a character acker. and i think because he's so handsome, i think people often forget actually he's a character acker and a wonderful cac argumenter so if made sense when jay joe said i want to you play it. >> rose: this is where you tell your husband of the affair with count bronski, here it is. >> i have to tell you. >> yes. >> i have to tell you, you behaved improperly today. >> how is that?

>> by making plain your feeling when one of the riders fell. your conduct was improper it must not occur again. i have said it before. you will say my concern is unnecessary and meticulous. are you my wife. i am wrong to think that? perhaps i was mistaken. >> no. you were not mistaken. i love him. i am his mistress. >> rose: we were talking about the language here. it's nice to have words written for you by -- >> it wonderful. and he a very wonderful and interesting man. yeah, we were really lucky because we did sort of about three weeks of rehearsal before we started so we had tom an awful lot throughout

that and he would come in and give us lectures about-- . >> rose: lectures. >> pretty much, talks. we would all sit down. he actually prepared, he prepared a proper sort of half our talk. >> and what did you think of, or what do you think of joe's decision to stage it the way he did, and not to simply make it in all these glorious places that the story took place? >> i think my first reaction when he told me was oh no. here we go. >> rose: oh no why, because it -- >> oh no because you have something as a group of people that have worked together quite a lot you think okay, well we can-- this is what we do. we know how to do this, you know, we've got tom, all these people this is going to be great. but i think equally, we-- me and joe had been talking quite a lot over the last few years we were meant to do another project a couple years ago that didn't end up happening. he was always very interested in this idea of breaking the fourth wall in cinema which you can do in theatre but obviously how to

do that in film. and he felt very constrained for a number of years by the idea of naturalism. in film. and not being able to kind of break out and do something very different. so i kind of always knew that there was going to be a stylized aspect to this because that's where his interests were going. didn't quite realize how stylized, yeah. and then i think-- . >> rose: you just trust the director. if you want to go there, i will go with you. >> you do if you know the director. i think if i didn't know-- i think if i didn't know somebody i would have been going what do you mean, what dow mean, what is this? how does this help the story. what is-- but i think there was a real feeling that you've got, it's not just me and joe, it's the producers, it's the costume department and the sarah greenwood his designer. it is a group of people that have worked together on a number of occasions. and i think at that point you have to do something that scares you. an you have to kind of not be safe. and you have to kind of try and push the boundaries.

and i think we all felt like the idea was a little bit like jumping off a cliff. but we were all quite willing to do that together. >> rose: why not, at that stage. >> exactly y not. >> rose: it's only our career, it's only a bad movie or a good movie. >> well, i mean slightly-- . >> rose: you don't even think about career. >> no, i don't. i think you have to really be pushing yourself. i think otherwise it's just not interesting for an audience. you know, if you see people doing exactly the same thing again and again and again it gets boring. >> rose: that is if they mail it in. >> yeah, i think, it i find it very exciting walking that line of failure. and we really didn't know throughout making this whether it was going to work or not. i have joe running to me halfway through a day going have i gone too far. no you know, and we would all be kind of constantly going okay, i think it can work. >> rose: but you constantly, in the conversation we have had you talked about leff living with fear of failure and all of that stuff. >> yeah. >> rose: you like that because -- >> in work. i mean not necessarily in life in general but in work.

>> what was the relationship of tolstoy and anna? >> well-- well, apparently at the beginning he actually intended to write a novel about carenin, meant to be the central character and meant to be about a good man whose wife commits a crime against him. so it feels like and it's my understanding that the idea of anna, she was always meant to be condemned. that was her purpose. and then during the writing of it he fell in love with her. >> rose: he fell in love with a character he created. >> yeah. but i think because she's so-- you do condemn her. i think you should condemn her. but there's a certain point in reading the novel and hopefully in he sooing the film but you go yeah, but am i any better than she is. >> rose: don't you believe that she had no choice? you know, don't you believe you have a responsibility to your family, but also a responsibility to yourself in the end you don't want to go through life unhappy. >> that's true.

>> rose: and if you don't take care of your happiness, no one else will. >> that is true. >> rose: you would make the same decision if in the same place. >> i suspect i would, absolutely. which is again why i go back to you, i completely understand the decision that she made. i horrendously understand, i think, leaving the son, i understand somebody that feels this moment of life and this moment of love like she's never felt it before. or lust because i think there is an argument that it is that, and goes that's what i want and i can't survive without it. i do understand without that, do i any it's right. >> rose: no, you know it's not right. >> no, but what choice do you have. >> rose: exactly. >> which is what is so wonderful about the character. >> rose: here is what is wonderful about you. this is joe wright at this table talking about your evolution. >> oh yeah. >> rose: as an actress, here it is. >> when i first met keira she was 17. and she was this kind of goofy kid. and i was determined that whoever played elizabeth bennett should be the age that jane austen wrote the character.

and then we progressed quite swiftly on to atonement. and then i hadn't seen her for a couple of years after atonement. she, and she went through some kind of self-examination, i think. she went through a kind of, quite a dark phase. she did some theatre. she didn't-- she chose not to go into the kind of big films that made more independent films. and then i met up with her again on the second channel commercial we did together. and i found that she had changed quite a lot. >> rose: how had she changed. >> she had kind of-- she was stronger and her confident, more definite rather in her intellectual abilities and her creative abilities and in her sexuality.

she was a proper woman. and who had lived a bit more. >> rose: so what did you think of all that. >> well, there you go. >> rose: there you go. >> there you go. >> rose: dark period. >> dark period. >> rose: what was the dark period. >> the dark period, the dark period, you know, i think i had a lot of success very early on. and i was incredibly fortunate for that you can is cess. i don't know that i dealt with it-- i dealt with it in the way that i could. >> rose: how was that. >> which was kind of shutting myself away and sort of trying to not deal with it, really. and i think i got to a moment where i did take, i just went there is all a about too-- i just can't deal with any of this. don't want to deal with any of this. and took a step back and sort of went off and didn't work for a year. >> rose: what did you do during that year. >> what did i do? i took french lessons. i lived in paris for a bit. i went to spain. i went to italy, i went to ger nanny. i sort of did a lot of europe and read a lot of books. mostly about feminism.

>> rose: really? >> yeah. >> rose: why, just understanding where women were. >> yeah. >> rose: today. >> yeah, kind of. a lot of that. >> rose: but did you develop a greater appreciation of sort of where women are, the empowerment of women, you know -- >> i also went, i think there is a lot of work to be done but yeah, absolutely. i did a lot of that but i think it was hugely i left school at 16 so i don't have -- a college. >> rose: you were a goofy kid. >> i was a goofy kid, i was that on occasion. >> rose: you were never a goofy kid. >> no. so i felt like i wanted to sort of take a year out and read, really, and just-- it was fun. >> rose: so i came out of that and started working again. >> rose: how do you know when you're ready to get back on the train? >> a friend of mine who is a director called-- and said come on, come and do this fill well me. and that was it. >> that was it. >> rose: but if he called sex months earlier you would have said no, i condition, i'm not ready. >> yeah, i would have definitely said no. there is a particular thing with acting, i think i was very aware that i had

roached a brick wall. and the only thing with acting is that you are reflecting the world around you. and you ever's understanding things on different levels depending on your experience. and if your experience is only a film set and which is kind of like a bubble, then you don't have that much to reflect. so-- . >> rose: are you the go-to person if you are thinking of a historical movele that has a defined female character? >> i would like to be. >> rose: you would. >> well, yeah, i mean-- . >> rose: you love the historical novel person. >> i do love-- i love historical nofls. and it's a strange thing, having done so many costume dramas or whatever ever, you sort of why am i-- i do keep getting drawn to these. and i don't know what the answer to that is i think, a lot of it is the idea that you can get completely lost in that fantasy world. you know, it's a great dramatic too. you leave everything that you know behind you and you just dive into this other world where you can experience this other person's emotions on a whole other level.

i find that very helpful. >> i want to talk to you just a moment. we never talked about this. >> okay. >> beauty. >> yeah. >> i mean just exquisite beauty. how do you-- i don't know what the question is. but i mean it's just the idea, look at this i mean look at this you know, i mean-- don't you think that handsome and beautiful people have an advantage in life? >> unless they screw it up. >> unless they really screw it up, yeah, i means that's a lot of photo shop and great makeup and lovely photographer, that does help. >> rose: you had advantage. >> real advantages. >> rose: people know how to find the best of yous withness absolutely. if you take them when i woke am that morning i don't think they would have looked that good. >> rose: it is so great to see you. >> it really is. >> thanks for having me back. >> rose: let me tell put movie. anna karenina opens friday november 16th. thank you for joining us. next time.

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