In Shark Night 3D, a sexy summer weekend turns into a blood-soaked nightmare for a group of college students hunted by blood-thirsty sharks. After they arrive by boat at her family’s Louisiana lake cabin, Sara (Sara Paxton) and her friends strip down to their swimsuits for a weekend of fun in the sun that quickly turns very, very wrong when they discover that hundreds of hungry, flesh-eating predators have been let loose in the lake. As they face one gruesome attack after another, and their options to make it out alive dwindle, reaching the safety of dry land seems less and less likely.

At the film’s press day, actress Sara Paxton did this exclusive interview with Collider, in which she talked about how flattered she was not to have to audition for the role, how emotionally invested audiences will get in the characters and their relationships, how much fun she and her co-stars had working together, the challenges of shooting underwater, how neurotic she was over having to wear a bikini throughout the entire film, and that the a universal fear of what’s lurking underneath the water below you contributes to making this film so scary. She also talked about her next film, The Innkeepers, which is due out in October, and why she loves doing genre work. Check out what she had to say after the jump:

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Question: How did this come about for you?

SARA PAXTON: Luckily, I didn’t have to audition. David Ellis sent me the script. I didn’t have to audition because he was a really big fan of The Last House on the Left and specifically wanted me for the role, which was great. I was totally flattered. It was awesome.

How much of the character was on the page, and how much did you have do develop once you signed on?

PAXTON: A lot of the backstory was already in the script, so I didn’t have to deal with any of that. In terms of adding layers, just being a human being brings natural layers. I didn’t really have to do too much backstory. What’s so great about this movie is that we’re not just random people who you don’t know the backstory for. In real life, we all formed such close relationships that it really translates on screen, so you’re really rooting for us to live.

Your character has a dark secret that she’s keeping from her friends?

PAXTON: Yes. You think she’s this good girl, girl-next-door when the movie starts. As the shark-nanigans start happening, you see that she has a secret and it’s tied in with what’s happening with the sharks.

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Was it ever difficult to remember to stay in character, since you all become such good friends in real life?

PAXTON: There were seriously moments where I couldn’t not laugh. Me and Dustin [Milligan] are supposed to have this really serious monologue scene together, and for weeks we had been dreading it. I was like, “Dustin, did you see what’s coming up next week?,” and he was like, “Oh, yeah, it’s our big monologue.” At three o’clock in the morning, you’re all a little punchy, and I could not look at him and keep a straight face. We were constantly breaking character and laughing. When you’re working that hard and you’re that tired, it happens.

Do you enjoy working with an ensemble?

PAXTON: I really do. It’s really fun. When you go into something like this, you really don’t know who’s going to have the ego and who’s not, and who’s going to be weird or anti-social. With this, we all hung out, every single night. Even if we had a 5 am call time, we’d be downstairs having dinner together. It was really nice, and really fun.

How do these kids end up stranded on a boat in the middle of this shark-infested lake?

PAXTON: These sharks are really persistent. We thought we were being safe, but they somehow manage to knock us off our wave-runners. They’re really gutsy sharks.

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What was it like to learn how to drive a boat?

PAXTON: They just put us in the boat and said, “Go!” They were like, “Here’s what we’re gonna do, gun it to 80, and then get as close to the camera as you possibly can without killing anyone.” But, there was a guy underneath where our feet were, with a blanket over his head, so you’d feel really safe.

Did you have any mishaps with the fake sharks?

PAXTON: The camera guys got bit by the fake sharks a lot. The teeth were real shark’s teeth. It’s really scary when you’re unconscious in a cage, and the director is on an underwater sound system saying, “Get closer to the mouth!” I was worried that my throat was going to get ripped out.

What makes this movie different from other shark movies?

PAXTON: There are a lot of different kinds of sharks, and a lot of ways to die.

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What do you think it is about sharks that people find so terrifying and fascinating?

PAXTON: I think that there’s a universal fear of what’s lurking underneath the water below you, whether it’s sharks or whatever. I’m terrified to go in lakes because you can’t see the bottom, and not knowing what’s there watching you is really scary to me. Sharks are really serious animals. They’ve been around longer than dinosaurs. They’re basically prehistoric killing machines, and that’s terrifying and fascinating, at the same time. And, we’ve never really been able to hold a Great White in captivity for more than a few hours before they die. We don’t know a lot of their mating habits and stuff like that. So, they’re mysterious and crazy, dangerous killers.

What did you think when you saw what the sharks were going to look like?

PAXTON: I was so amazed. I actually have a picture of me and David Ellis standing in front of the sharks, framed and hanging in my apartment.

Did you have any idea that there were so many different types of sharks?

PAXTON: I knew that there were a lot of different kinds of sharks, but I had no idea the Cookie-Cutter shark existed. That was new for me.

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Is there a specific kind that you come face-to-face with, in the film?

PAXTON: I dealt with the Great White mostly, and a little bit of the Hammerhead.

What are you afraid of?

PAXTON: Cockroaches. I’m really scared of them. I can’t even look at one.

How do you think the PG-13 rating affects this film?

PAXTON: I think it’s great that it’s PG-13. It allows more people to go see the more, and that’s awesome. I don’t understand how it being R would translate into it being more scary. I think that our movie definitely takes a cue from Jaws, in the sense that it builds the suspense and then rewards the audience with a gory death. I think it’s just as terrifying the way it is. And, the 3D is not over-the-top. We didn’t do any stupid gags. It’s mostly to enhance the underwater scenes and make the audience feel like they’re right there with the person being attacked. It’s so realistic that I was holding my breath as I was watching it. I think it definitely enhances the underwater scares.

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As an actor, what’s it like to have to see yourself in 3D?

PAXTON: I don’t know. It’s so weird. This is the only thing that I’ve been able to watch, where I could take myself out of it. Maybe it’s because I cut my hair really short and I don’t recognize myself or something, but it’s definitely strange to be able to say, “I’m in 3D.” But, it’s more strange saying, “I’m in a bathing suit for two hours straight.”

How did you get yourself prepared enough mentally to be able to wear a bikini for the whole movie?

PAXTON: I didn’t even really think about it until we were on set and, all of a sudden, I was like, “Crap, I’m really in a bathing suit the whole time!” I read the script and didn’t think about it until we got on set and they were like, “Pick a bathing suit,” and I was like, “Oh, my god, this is happening!” You’re never really that comfortable, but I think the boys were more particular about it than the girls were. They would be running 10K on the treadmill. Kat [McPhee] was super-buff, but I would be like, “Okay, who wants dinner?” I was so neurotic about it the whole time, but what are you gonna do?

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What does someone like David Ellis bring, as a director, with the passion that he has for these kinds of films?

PAXTON: Working with Davis was great because he really knows what he’s doing and he really knows what he wants with all the action ‘cause he comes from a stunt background and has done those kinds of movies. He knows what looks good. He’s got that in the bag. But, he’s also really fun to work with. He’s like a big kid. He knows how to cut the tension of all the stressful stuff. He’s fun. He keeps it light.

With all the things you had to do for this film, what was the most challenging for you?

PAXTON: Definitely, all the underwater stuff. I had read the script, but I didn’t really know how much work it was going to be. That was a surprise to me. I thought I really had the hang of it, and then you get underwater and try to hold your breath and you panic. It’s hard not to panic. I didn’t expect it to be as difficult as it was.

In The Last House on the Left, you went through a lot of abuse, and Shark Night was also very physical. Which was more challenging?

PAXTON: This was a lot more physically demanding because we trained with Navy SEALS and we learned how to breathe on the regulator under water. We had to be under water for 45 minutes at a time, without coming up at all. That was really hard, but it was also really fun. With Last House, it was physically demanding, but mostly emotionally demanding. I’d say that Shark Night was more fun.

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With The Last House on the Left, Shark Night and The Innkeepers, why do you gravitate so much toward horror?

PAXTON: I don’t really think too much about the genre. With Shark Night, David Ellis contacted me because he liked The Last House on the Left and he asked me to read the script and see if I wanted to do the movie. I was like, “Of course, I want to do the movie!” He was like, “Do you want to come to Louisiana and work with an amazing cast and learn how to drive a boat and do all this great stuff for the summer?” I said, “Yes, of course!” I didn’t sit there and think, “Well, it’s similar in the genre.” With The Innkeepers, it’s also a completely different character. There’s a lot of comedy in it. And, (writer/director) Ti [West] was very different. So, even though they’re all in the same genre, there’s something different for me, in each one. And, working in the genre is fun.

What do you look for now, when you’re deciding what projects you want to get involved with?

PAXTON: I look to do something new, like a new character or stunt work or something that is new to me. What I really look for is whether I’m going to have fun or not. If I’m not having fun, I don’t know why I’m doing this.

What’s next for you?

PAXTON: The Innkeepers is coming out in October, and I may be starting another project. I’m waiting to finalize the deal.