The Fulton Cotton Mill was once a bustling factory, but now much of its brick facades have been renovated to contain luxury condos that go for as much as $400,000 apiece. But there's something strange in this chic neighborhood--and it's not just the barrage of gunshots ripping through the serenity of this sunny spring day in Atlanta, Georgia.

At the center of the Mill stands the Stacks, a forgotten structure of brick and rusted metal, rich with decay, texture and production value. It's the perfect place to stage a climactic shootout with little need to set dress. And that's exactly where the finale of Vince Vaughn's crime thriller Term Life has found its home. Protectively shielding a frightened Hailee Steinfeld, Vaughn guides her through this maze of bricks and debris while dodging bullets from a seething Bill Paxton.

In between setups, a safety team assures us pack of reporters it's safe to snoop around. But looking up at metal staircases that lead to rust then nowhere, it's easy to feel like the first half of a 9-1-1 anecdote. Still, it's gorgeous in the way of rot, and it's in the cavernous former factory and its shadows that we sit down to talk with the film's director Peter Billingsley, his leading man Vince Vaughn and co-stars Mike Epps, Hailee Steinfeld, and Bill Paxton.

Here's what we learned on the set of Term Life.

The project was sparked by a comic book devotee. Term Life is based on the Nick Thornborrow comic. It's cover caught the eye of producer Micah Mason, who's previous worked with Vaughn on Couple's Retreat and The Internship. Mason was moved by the story about Nick Barrow, a crook who aims to survive the hits put out on him long enough to insure his daughter a fat insurance payout. And he felt it was a great fit for Vaughn's dramatic chops.

In the conversion from page to screen, some minor details were changed. For one, the location shifted from New York City to Atlanta. Russian mobsters were swapped for Mexcian gangsters. And the comic's nonlinear narrative has been smoothed into a linear form for the film.

Term Life brings together an unusual cast. Hailee Steinfeld plays Cate, the estranged daughter of Vince Vaughn, while Cecile De France--who'd recently wrapped--portrays his ex-wife. His old pal Jon Favreau swings in as Nick's criminal coordinator, who inadvertently gets him a gig that sets this ticking clock device. UFC heavyweight champion plays a tough guy that trounces Vaughn at the behest of his Mexican mob boss. Breaking Bad's Jonathan Banks plays a mentor of sorts. Taraji P. Henson sells the hero his titular life insurance policy. Boardwalk Empire's Shea Whigham plays a police officer, while Mike Epps and Bill Paxton are a duo of dirty cops.

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