Original subtitles

Hello, I'm Maggie Carey and I wrote and directed The To Do List.

- And-- - And I'm--

- And I'm with-- - And I'm--

I'm gonna cut you off.

Hi, I'm Bill Hader.

I play the part of Willy in The To Do List.

It's a big stretch.

I wrote the character of Willy for Bill...

...and he had no choice but to be in the movie.

But let's look at the title sequence.

Because this was something we shot after.

We did this in pick-ups.

And this was fun because we needed a good way to set up the movie.

The original script had a scene that I couldn't afford to shoot at a location...

...so I never really had a start to the movie, and then it was during--

After we did our first cut, we decided we needed something...

...to set the time period of the film...

...and establish the character of Brandy Klark...

...this, like, type-A nerdy girl.

So, what better juxtaposition than these really benign '90s objects...

...in this really smart girl's room, with 2 Live Crew, "Me So Horny"?

Yeah, you went through a lot of songs.

- I watched a lot of different cuts. - We did.

We did. And because we were such a low-budget movie...

...every single actor, who did us huge favors and are in the movie...

...they all have, like, single credits...

...so we had a really long title sequence...

...and it was hard to find a song that could keep the energy...

...of our really long title sequence.

- What was the original? - There.

We missed the favorite.... Best lyrics ever.

- Oh, yes. - I won't say them, but so dirty.

- Such a dirty song. - What was the original title thing?

"Fuck and Run" by Liz Phair, which is a great song. I love that song.

It just-- It was too repetitive for how long our sequence was.

What was the original scene?

The original scene was Brandy Klark passing her lifeguard test.

Oh, right.

So she's checking all of these things off of--

Basically, like, she's checking all of these skills off of a list...

...to become a lifeguard. And Cameron is there.

- Right. - Played by John Simmons.

Right, and on the-- I remember the initial script starts on black...

...and you hear two people having sex.

And then it comes up and it's actually her giving him mouth-to-mouth.

Yes.

So it was, like, supposed to be kind of sexual innuendos.

Here's our one shot, authentic shot of Boise, Idaho.

Yes.

The movie is set in Boise, Idaho.

It's where I grew up and where I went to school.

- Brian Huskey. - Yes. Oh, my gosh.

Brian's an old UCB Theater-- Upright Citizens Brigade Theater friend.

That's also where I met Aubrey Plaza.

She and I were in improv class together.

Brian Huskey, at the moment of this commentary....

As we record this, Brian Huskey and I...

...are in some T-Mobile commercials...

...that apparently play every two seconds on television, so sorry.

--but remain seated so those behind you can see...

...this year's valedictorian, Brandy Klark."

And....

There's Donald Glover making out.

Now wasn't this whole, everything at the school, shot in one day?

Yes, pretty much every scene we're gonna see.

It's like every sequence was shot in one day.

We shot the movie in 24 days, so we did six four-day weeks.

And we also had-- Our cast--

Every person in our cast was working on a TV show or another movie.

Usually you have first position with an actor...

...so you can kind of plan your schedule with their schedule...

...but we had none of that...

...so we had to jump around quite a bit in terms of locations and schedules.

We never had enough time.

Adam Pally, Rachel Bilson, Clark Gregg.

- The lovely Connie Britton. - The super lovely Connie Britton.

- Very great-- - Johnny Simmons.

- Let's list the cast. - Johnny Simmons was great.

I remember that we first saw Johnny Simmons in Scott Pilgrim...

...and we were like, "That guy is great."

- That guy was funny. - He's too good.

I think people ended up liking him too much.

He's, like, too sweet and great, so way to be a good actor, Johnny Simmons.

I know, though, because the whole point was like...

- ...Cameron is kind of like a.... - Kind of a dummy.

Kind of a dummy and thinks, like...

...you gotta fall in love in high school, and she's got the right idea...

...which is, you should have fun in high school.

And then people-- We would sit in these screenings...

...and when he has his heart broken later in the movie...

...multiple times, people were like, "Oh, man."

They were so bummed out for him and you were like:

"No, but he's a dummy. He's an idiot."

He does rock those rayon shirts very well though.

Yeah, he does.

The Jeff Goldblum '90s look.

- You have a crush on Jeff Goldblum. - I do.

And you have a crush on Eddie Vedder.

These crushes pop up in the movie in posters.

They do, and Eddie Vedder very kindly said no...

...to letting us use one of-- A Pearl Jam song in movie.

Everyone else in the band said yes, but Eddie Vedder said "No, thank you."

- But we still love him. - Yeah.

And now here is Alia Shawkat and Sarah Steele...

...who came in at the last second.

It was another actor and the other actress had to, unfortunately, bow out.

And while we were shooting, feverishly trying to find that role...

...and Sarah was in Europe, right?

Yeah, she had just graduated college and went to Europe to travel around...

...and she came home early from her trip...

...flew here. I immediately, like, came to set...

...didn't chat with her, and put her in a bad '90s bikini.

- Yup. - We'll see that scene coming up.

We just missed Chris Mintz-Plasse.

- Yes. - Who is Bill's friend from Superbad.

- That's how we got him... - Yeah.

- ...to be in the movie. - And then we saw Sarah.

We had seen Sarah in Please Give, which is a fantastic movie.

- Yeah. - You should see Please Give.

And Alia, obviously, from Arrested Development.

And these three girls are so funny. I love the chemistry of them.

They were great.

I'm hiding in the back right here behind Aubrey.

I'm laying down. I'm like 5'11"...

...and I'm scrunched up laying down behind these guys.

And this car clearly has no AC.

You can kind of see a little bit of my monitor on the left there.

Oh, yeah. The purple there.

Yeah, so I was, like, scrunched down in the back.

Yes. And I love Fiona, Alia's character, drinking that giant mug.

It's like a giant, you know, convenient store kind of thermos mug.

Yeah, can we talk a bit about the wardrobe...

...and how good the wardrobe is?

The wardrobe is fantastic.

Trayce Gigi Field was our costume designer.

We'll talk about the skorts coming up, but look at this.

Donald Glover, another UCB friend who did me a huge favor...

...saying yes to being in the movie.

And a beer bong which....

That is-- One time I tried to do a beer bong and that's what happened.

Some people call it a funnel, and I never heard that.

I called it a beer bong. But it is a funnel.

This is another-- This was another, like, crazy party scene.

We shot all of this in two days.

There was a bunch of scenes in this sequence that were cut out.

But let's just look at what these girls are drinking...

...because that is what we used to chug in high school and it's disgusting.

Apple Pucker?

- I'm throwing this out. - No.

- There he is. - Scott Porter.

QB1, Jason Street, Friday Night Lights.

We got him because Aubrey was working--

Aubrey and I are good friends and they were doing a movie together...

...in Austin, Texas.

And she texted me one night and was like, "What about--?"

She had gone karaoke-ing with Scott and he can really sing...

...which we see right here.

And she was like, "What about Scott Porter for Rusty Waters?"

And I was like, "QB1? Yes, please."

So that's how I got all my cast, was, like, late-night texts.

She gave him the script the next day, knocked on his trailer...

- ...handed him the script. - That is how Maggie dances.

- Side to side. - It's my signature move.

It's her side-step move.

At our wedding, she was dancing the side-step move.

Every girl needs a signature dance move.

- That is your one dance move. - That is my only dance move.

It's worked through the decades, guys.

I like this next shot coming up. Because we were a low-budget movie...

...anything interesting or creative, or, you know, any shots with my DP...

...Doug Emmett and I, you know, storyboarded ahead of time...

...it all got cut once we got onto set because we never had time...

...but we did actually get to do this little Steadicam spin.

Not very technically challenging...

...but I was like, "At least we got something in."

Look at that "day of the week" underwear.

Trayce Gigi Field, my costume designer, did a great job on that.

Here's to pussy.

"Here's to pussy." Chris.

They're drinking peach schnapps. Also, you'll see Chris' shirt...

...that is an actual shirt that I wore in high school, that T-shirt.

It's from my homecoming, 1993.

This scene is one of those scenes where we ADR'd all the jokes here...

...and surprisingly enough, they worked when you watch it with an audience.

They laughed at all of this and it was all ADR jokes.

Bill, which you were a person who was like:

"That's a good place, you can add more jokes as an ADR."

- Yeah. - This Pee-wee Herman doll...

...I have to say-- We'll see him again in a second.

My awesome production designer Ryan Berg and his whole team--

Ryan, actually, that was like his actual Pee-wee Herman doll...

...that he and his brother had growing up.

Hey, who are you?

I know you are, but what am I?

- Did that cost any money? - No.

Paul Reubens, nice guy.

Can I tell you though? This house was so disgusting in real life.

I think the carpet had fleas. And I was, like, really scared...

...for Aubrey and the actresses in this.

A scene got cut where she had to fall and lay on the carpet.

Wasn't there a house...?

One of the houses was used in porn movies?

I think that's how we got it, is someone somehow associated with...

...the production of a porn had shot at a house, and got us this.

Because the movie was shot in Woodland--

The majority was shot in Woodland Hills.

We just missed one of my favorite jokes.

And this is lame because I wrote it, but the "You feel like Marky Mark looks."

Yeah, in the script it says:

"She feels his chest like a blind girl reading braille."

- "Like Helen Keller reading braille." - It was more specific, I see.

Yes, so one of those great....

Wait, I can't even think of the term.

When you write a script. An action line, it had a joke.

Yup. It got a laugh in the....

- Table read. - Table read.

We don't sleep. Sorry.

We are both very sleep-deprived.

Excuse me? Who the fuck did you kiss?

Whom.

You were like that in life, Maggie? Were you like the correct people--

I was the-- I-- Absolutely, I was very type-A...

...very studious, very annoying. I liked school, I liked class...

...I sat in the front of the room, I raised my hand a lot...

...I asked for extra credit.

I was also totally boy-crazy and was a huge, crazy flirt.

I was super annoying, super annoying with my friends.

I love too, Aubrey, that dress that she's wearing...

...because I had a very similar one that I wore for high school graduation.

Sarah Steele, I love in this scene.

With her jokes in here, she really, like, nails them.

- Wendy. - I mean his dick.

- She's so earnest. It's so funny. - Yeah, she's very sweet.

There's a look she gives Chris Mintz-Plasse later in the movie...

...I'll point out, that is one of my favorite parts of the movie...

...when she's watching him playing video games, the look on her face.

- No premature ejaculation. - He'd hit your G spot.

Yeah, you'd probably come like three times.

Come where?

- That's an orgasm. - Really?

You think if I'd been ready and wanted to and not so drunk...

...had protection and maybe a cute bra, we could've--?

Fucked?

That line right there was something that my high school friends and I...

...talked about, if you had a cute bra on or not.

When you were gonna go make out with a guy...

...it was essential that you were wearing a cute bra...

...and not a gross bra or not a sports bra or not a training bra...

...which I wore most of the time.

From the guys' point of view, it makes no difference.

In high school...

...it's like "Oh, my gosh, got a naked girl here."

- Oh, the Mac. - Oh, there you go.

There is a whole kind of subplot with the Mac in the movie.

Yes, there was a computer subplot that got cut pretty quickly in post.

Here is Adam Pally again.

He had a whole story line too that sadly got cut.

He is super funny and another UCB friend.

Adam Pally, yeah, there was a whole subplot of him in Vegas...

...and you shot these scenes of him in a strip club in Vegas.

Because he mountain bikes, duh.

I love the family. I love Clark Gregg and Connie Britton.

They were so much fun to work with and they had such great chemistry too.

- Did you follow Phish, Bill? - I did follow Phish in '96 and '97.

That was my junior and senior year of high school...

...and if you wanted to talk to anybody...

...or have anything to do with anyone...

...you had to be a fan of Phish.

I got into Phish because my best friend and my high school girlfriend...

...were giant Phish-heads.

I was a total poser. I went to, like, Grateful Dead shows...

- ...with my sorority sisters. - Yeah.

Like, for my freshman year I was in a sorority...

...and we went and saw, like, The Grateful Dead in Eugene, Oregon.

And I ironed my Grateful Dead T-shirt that I-- It was a store-bought one.

It wasn't even, like, you know, one from an actual show.

It was like I ironed my T-shirt...

...and tucked it into my hemmed cut-off denim jeans or denim shorts.

- You were ironing. - Oh, yes. I was a total poser.

Yeah. I didn't-- I was a total poser as well.

I don't think I owned a single Phish album.

- I just went to all those shows and.... - Pretended.

Yeah.

We shot in the Valley, you guys, in July.

- First shot of the movie. - First shot.

This whole scene, we had to totally ADR.

We had some technical difficulties.

But, yeah, first shot of the movie.

And this is where we have, instead of the female gaze, the male gaze.

I actually had a producer note one time that was like, "Okay, we get it.

Enough with Rusty with his shirt off."

But I kept it in and there's more jokes.

I don't know if they're exactly jokes, but more of that female gaze on him.

Scott's like a triple threat.

He can sing, he can dance...

...he can KJ, he was a KJ, he can beatbox.

He's, like, crazy.

- What's KJ? - Karaoke DJ.

Yeah. He has an interesting past.

And I think he's so funny in this movie too.

- He's a good dude. - There you are!

There I am. He's a great dude. Those mountains are a special effect.

Yeah. My like, one....

My few visual effects shots were to put mountains in...

...because we shot in L.A., in the Valley, it was like 1 10 degrees.

- This is my first shot. - And you're wearing a sweater.

That was my first shot of the movie. I laid down and it was 100 degrees.

- It was terrible. - So hot. Awful.

After I shot this, I had a sunburn.

And there was no, like, AC.

I mean, we really didn't-- Your trailers were glorified Porta Potties kind of.

Yeah. And me and Johnny Simmons basically shared a little tiny room.

And....

Cut me some slack?

We shot here for like nine days.

Yes, and this is, like, a little private school in the Valley.

We found their pool, which was kind of perfect.

When we were location scouting, all the pools were too big.

We couldn't have filled them with enough extras...

...and they didn't have that feel of the community pool...

...where I was a lifeguard in Boise in Idaho...

...so we needed like a small, dinky pool...

...and we found this one and it was great, and....

See, my face is burned because that was later in the day.

Can I also say, Bill...? We did a blocking rehearsal at the pool...

...and all the young guys had their shirts off.

You saw Scott with his shirt off and were like:

"Willy's gonna swim with his shirt on."

Yeah, Willy's swimming with his shirt on.

- Oh, there are the devil sticks. - Yup.

Another one of those things that I thought was vaguely cool...

...when I went to college, which was '93.

'94 was my first year of college and dudes would hang out...

...and do the juggle sticks, or Hacky Sack too...

...that was the other thing.

- Wait, where is this house at? - Again, Woodland Hills.

- This is all in Woodland Hills? - This is really close to the pool.

And I was really against-- I didn't ever wanna shoot on a set.

I thought they looked so fake when you see them in movies...

...so we shot on location.

Also because I could never have afforded a set.

It was miserable because the rooms were so crazy small...

...and we had to shoot everything two-camera...

...which was great, obviously, and great for acting--

Back door. Sorry to interrupt, back door, Clark Gregg improvised that one.

Improvised. So good that we ended up shooting...

...a pick-up scene of the ending...

...to do a callback to that joke.

And your parents are kind of like this?

My dad is a judge, my mom is a nurse...

...and they are both crazy conservative. My mom is nothing like Connie Britton.

That is true. She's much more conservative.

My mom, when we had the--

There's a pearl necklace joke in this movie...

...and my mom-- When we had the premiere...

...my mom came and she wore a pearl necklace to the premiere.

Not ironically. Like, that joke went right over her head.

And my dad saw the movie on--

He had had a back injury and so when he saw it...

...he was on painkillers, which is a good thing.

- Yeah, that was probably helpful. - Yeah.

Rachel Bilson is so funny in this movie. I love her.

And she was one actress that not a lot of us knew personally...

...and I didn't have time to rehearse...

...and then she came on set and absolutely killed it...

...and improvised and was funny on the first take...

...and super dirty in some of the scenes.

- She was very-- - Very foul-mouthed.

Yeah, totally.

- How would I know? - Oh, shit, right. Virgin.

I also have to say, the portrait...

...that's Brandy Klark's self-portrait in the room.

I love this about my production designer, Ryan Berg.

He liked to.... He found creative ways where we had no money...

...to do something that would speak to the character...

...so he wanted a teenage girl to paint, like, a self-portrait.

So we had one of my friends, her daughter...

...we sent a picture of Aubrey, like, dressed in character...

...and her daughter, who's 16, painted that picture for us.

And the daughter was really sad...

...that, you know, the arms are a little off, but we loved it. It was, like, perfect.

- This is a reshoot, right? - Yeah, we did this in reshoots.

- So this is a set. - This is a set.

We had to rebuild this room, and this is a set...

...and we never could have shot this...

...if we had had to shoot it during the movie.

And this is one of those scenes that was missing...

...when they first tested it, when we had our first cut.

We didn't have time to shoot this scene.

It just kept getting pushed and we never had time to go back and shoot it.

So I had to do the first cut of the movie and screen it with storyboards.

And that was the cut they tested and it was a little painful...

...but we ended up-- It tested well enough that they gave us money...

...to actually shoot the scene.

"Teabagging." Must be British.

What is...? Now some of these things, where did you find them from?

Well, most of them we talked about.

But teabagging came from a phone call with the distributor.

They had been talking about some terms that they didn't know...

...and I hadn't heard, and one of them was saying...

...they didn't know what teabagging was.

And I thought that was kind of a perfect joke area...

...especially for Aubrey, thinking that'd be classy...

...because it must be British.

So that's why that's in there, off of a notes call.

And can we just say that pen that she's using...

...one of those paint pens, and I was really specific.

We had to have one of those pens.

You shake them and they make this specific noise.

So that's like a year after you wrap, right?

Yeah. And then Big Bun-- So this, again...

...there's some mountains in the background...

...added right here, visual effects. So Big Bun, we got the rights to use this.

This was my best friend in high school actually.

Her parents owned the Big Bun...

...and it was a drive-through joint right by my high school.

It sounds like I grew up in the '50s.

But everyone would go there for the Cafferty...

...which was this awesome sandwich, and their finger steaks and fries.

My friend-- And her dad sponsored, like, our softball team in junior high...

...so we wore, like, cut-off sweats that had Big Bun...

...on the bottom of our sweatpants.

Right there. That's the perfect....

I love Aubrey's performance right here. It's so great.

When Aubrey and I talked about the character...

...I always described it as Aubrey Plaza's version...

...of Tracy Flick from Election...

...which is one of my favorite movies.

And this was in a terrible part of Los Angeles.

And the day we were shooting here, at the end of the day...

...there had been some drug deal went wrong...

- Yeah. - ...or there was a robbery.

Yeah, when we showed up, there was a lot of--

A lot of police activity, and that's where we also did...

...those driving shots in the car, and it was a sketchy neighborhood...

...but you can't see through the windows...

...because the windows had that shoe polish painted on it for graduation.

But that was a terrible neighborhood and really sketchy.

I tried to get you to not do that reverse shot.

I go, "You don't need the reverse shot."

I go, "We don't need this reverse shot."

I was like....

These kids, a bunch of them are my nieces and nephews...

...and one of my best friend's daughters.

My nieces and nephews will never see this movie, but they're in it.

And there's, like, that one mom.

Oh, this was the day too, we had so.... It was so hot.

We had a lot of problems with the cameras.

They kept.... We kept dropping frames and not having takes and lost footage.

Hey, guys, get off the--

And there's Nolan from Modern Family.

I love him. He's so smart. That kid is so smart.

He's so funny, he's a genius.

And, Bill, I love your look in this movie.

I have a total crush on you in this movie.

- Oh, good. - I love your hair.

- It'll never look like that again. - I love your attitude.

All the actors had to go-- Where did you guys go?

A place called Chocolate Sun.

- Everybody had fake spray tans... - Tan. And I especially--

...but I love that you don't even look tan.

- You look super pale. - That's me with a spray tan.

That is me with a spray tan.

I'm that pale.

Good.

Aubrey went through the wringer, she got pushed in so many times.

Just a little hazing, newbie. You're good.

Can't believe you didn't see that coming.

Let's take note of the Pavement song, "Cut Your Hair."

Yeah. That's one of my favorite albums from the '90s.

Yes. The music was really fun. It was a challenge, we were so low-budget...

...to get the songs that we did...

...but I had a great music supervisor, Howard Paar.

He is this awesome British guy who kind of got his start in the '90s...

...in the industry and was friends...

...with a lot of the managers of the bands that we got.

- Okay, the poop scene. - Right.

This was inspired by--

My older brother was a lifeguard at the pool where I was a lifeguard...

...when we were in high school, and he and the other lifeguards hazed me...

...but they actually put a Baby Ruth in the shallow end...

...and then made me clean it out like it was poop.

But so we kind of reversed that here.

Snickers? It's very convincing, Willy.

This is fun to watch with audiences...

- ...because here they go, "Oh, no." - They get so grossed out.

Yeah, they start fr-- They go:

It's one of the biggest reactions in the movie.

I love that little kid. He dunked his head underwater.

Yeah, he was so afraid by what he saw. It made no sense to him.

And, Bill, there's one that people are usually so grossed out and laughing--

They laugh so hard on this...

...that they miss that, the Faces of Death reference.

It's one of my favorite jokes and no one ever hears it.

Did I talk over it?

I think you might have talked over it.

Now this day, this thing, all I remember about this was....

I got-- So I just get pushed in the water here once...

...but I got pushed in the water maybe like 20 times...

...from different angles and they only had one pair of clothes...

...so I would shoot the scene, jump out and they would get a blow-dryer...

...and they would have to blow-dry the shirt and the pants.

And.... Yeah.

You can see how pale I am with that bad tan line right there.

So, yeah, it was....

I-- Just I'm gonna--

This is the last time I'll say it, but it was unbelievably hot.

It was horribly, horribly hot.

And there really was no place to cool off.

- There was nowhere. - It was terrible.

I would go into my car, roll down the windows...

...sit there and blow my AC.

I like that you went into your hot car to cool off.

That was the best place...

...because I was like, "After about 30 minutes, the AC will start to kick in."

It was fun though, guys, right? It was fun.

- It was fun. It was fun. - It was really fun. I loved it.

Fine, but I charge $6.25 an hour, cash.

- Shit. - And no more hazing.

Okay, no more hazing, $6.25 an hour. Hey, Brandy. Hey, deal.

Deal.

- Okay, that's it, that's it. That's it. - Hey, come on.

Hey. You're still gonna teach me how to swim, right?

Brand? Where's your towel? I need to dry off.

Okay, we have Salt-N-Pepa.

Can I tell you the first time I heard this song?

In high school, my high school basketball team....

We skipped school one day...

...and one of the girls hired a stripper and this guy came to her house...

...and we were, like, 16, 17, 18.

A stripper, it was so uncomfortable...

...he was really short and he had paint-splatter pants on...

...that, you know, he, like, ripped off and he had a neon green kind of like....

- And this is in Boise. - This is in Boise.

- This is a Boise, Idaho stripper. - But none of us had dollar bills.

We didn't know we were supposed to tip him.

And the reason we had done it is because--

It was the boys basketball team or some group of guys had gotten--

Someone turned 18 and so they had a stripper for a party.

We were feminist and we were like, "We'll get our own stripper."

We didn't know what to do. Salt-N-Pepa, that song was playing...

...so that's why I had to have it in the movie.

My friend got a stripper when we were in college...

...to come to his little apartment and she didn't bring any money...

...and they just played....

What do you call it?

"The Humpty Dance," over and over and over again.

It would end and she had a bodyguard with her.

And it was like three-- Like five-- Like seven super nerdy dudes...

...totally awkwardly watching their friend...

...get basically humped by this woman...

...and her bodyguard going:

"All right, guys, give it up! Give it up!"

And then he would just play "Humpty Dance" on a cassette.

Oh, man. We should say, for this scene, we just kind of missed it...

...but when Chris Mintz-Plasse's fingers were dirty...

...this was one of the original scenes in the movie.

First scene written that got totally cut from the movie...

...but it was basically this idea of Brandy deciding...

...she's gonna get finger-banged and she goes to the house...

...and it's like a bad carnival ride...

...where when she first opens the door, Duffy's hands are all bandaged.

The next guy she sees is, like, a Goth guy with really long fingernails.

Then she goes and sees a guy who's-- He's, like, forming hamburger patties...

...so his hands are in raw hamburger meat.

And then she sees some guys who work...

...for, like, a lawn care company and their hands are all green...

...from working in the grass and stuff all day.

So basically she walks in all ready to get finger-banged...

...and then just sees dirty guys' hands and gets creeped out...

...but then sees Cameron and he washes his hands, so....

But that got cut. That got cut.

Now Mazzy Star is technically '94 but it came out in the UK in '93.

So whoever's party this is--

Duffy has got some pretty sophisticated musical tastes.

And we decided Duffy, Chris Mintz-Plasse's character...

...that's whose house this is, that he actually lived with his grandma...

...so that's why the couch is covered in plastic and there's all these little cats.

- I love this bong. - There it is.

- I love it. - Gotta love a bong joke.

Oh, there it is, Sarah's face.

I love this look by Sarah. She's like, "Look at Duffy."

And hypercolor, the shirt that Chris Mintz-Plasse is wearing...

...that is, like, a very--

People don't know what a hypercolor shirt is...

...and basically as your body heats up, the shirt changes colors.

But back in the day, guys, when they're wearing that...

...it just meant they got really hot under the armpits...

...so, like, only the armpit area would change color.

It was really gross. And I got that off of eBay.

I bought a lot of things on eBay before we even went into production.

Like a Swatch phone and....

Skorts. There again, those skorts.

My costume designer was a genius with this.

Even the wash of that denim is so perfect, and the zipper.

I said I'm wet. Finger me already.

This was one of those things, you don't get enough skort jokes in movies.

Yeah.

- So.... Ever. - I don't think ever.

I don't know if that's a male-female thing or just a specific fashion joke.

Yeah, I didn't even know they were called skorts.

It was just those weird, like, short things that girls wore.

- That contraption that girls wear. - That weird contraption that no one....

Now, where did the...?

Oh, the freeze-frame was something we came up with in post...

...and it came from-- Aubrey made this great face...

...that lent itself to kind of freezing on. And you know what too?

I had seen Horrible Bosses...

...and they have a sequence where they freeze.

And then we were just looking for other conventions to really--

Something to kind of bring us back to the list and that idea of the to-do list.

So we tried that and it seemed to work...

...and it punched up a lot of scenes.

And then we ended up, you know--

A lot of those scenes continued, there were more jokes...

...like Chris-- Duffy, his character walks in on them...

...and a lot of the stuff then, it just kind of cut off those scenes...

...which is actually so much better because you wanna leave...

- ...at the highest point, so.... - This is Sarah Steele's first day.

So this is-- She just got....

Like flew to L.A. from Italy.

- She just came from the airport. - And we put her there.

I put her on camera in this awful bathing suit.

So she just came from the airport.

And just met Alia and Aubrey.

- And me. Yeah. - Yeah.

Man.

This scene-- I have to say, Aubrey killed it in this scene.

And this was-- The shot coming up of her...

...I wanted that to be the one-sheet.

I thought that should be the poster. At least the poster in France.

Can we look at the pro-choice, pro-Clinton shirt?

Yeah. And then let's just watch this brilliant bit of acting.

Well, we were watching this in the other room on the monitor.

I just remember Jen Todd and Brian Robbins, the producers, going:

"Man, what...?"

"What are they doing?"

- "What is going on?" - But it's so funny.

It's so funny and anyone who came to set, I would be like, "Cue up that shot."

Yeah, that was the shot of like....

And then this too, Aubrey, she put her glasses on...

...because whenever she's doing something sexual, it's studious to her.

She's, like, studying so when she was masturbating...

...she wanted to have her glasses on.

And that pillow that Aubrey is humping...

...it's called the husband. And that's, again...

...my production designer and the set dresser Cassandra...

...they informed me of the name, the pillow is called the husband.

And it's like every teenage girl had that on her bed...

...and you'd sit and you'd read a book or study...

...and it props you up, but I love that she humps it.

This coming up is another one of my favorite moments...

...between the sisters.

And I love too, the house that had the--

This is why we picked the house, the Jack and Jill bathrooms.

That's what that's called?

So it's like two bedrooms connected. They share one bathroom.

Jack and Jill.

You don't have to deal with this anymore.

But when we were younger, this is--

Back in the day, you had someone-- You only had one line...

...it was always busy, so you couldn't get through to your friends.

If you were making a call, it was never private.

Someone was always listening.

I used to listen to my brother's and sister's phone call all the time.

Like, I would snoop.

And then you were always fighting over the phone.

- Don't touch me. - Let go!

Mom!

Those guys are awesome.

And then this coming up is another little favorite moment.

- I like his little dance. - Between Duffy and Cameron.

Yeah, right here.

Dude, what did she say?

Wait. Why we doing the dance? Why we doing the dance?

I was very much like Cameron.

Technically, she said "why not." But I asked her out on a date...

...she said yes and it's a "date" date.

It's a motherfucking "date" date.

- Then I love how they kind of wrestle. - Yeah.

- What am I gonna wear? - Not that.

- Why? It's just Cameron. - It doesn't matter, Pancake, who it is.

You can't keep dressing like Tracey Gold.

Huge laugh.

I can. That outfit is genius.

Look at that. And right now those jeans, floral denim, is back in.

It's crazy.

And that bag right there, Contempo Casuals...

...that was such a big deal when I was growing up.

And in Idaho, we didn't even have a mall.

We would drive six hours to Salt Lake City...

...to go buy our school clothes.

And that was, like, the fashion mecca, was Salt Lake City.

So not only did fashion come late to Boise, Idaho in the early '90s...

...it kind of didn't come at all, as we can see from what they're all wearing.

All the posters and stuff in her room were actually--

Most of them were mine from high school and college.

This scene-- Oh, my gosh, we tried to clear so many movies.

The best was, we had Hard Target in there...

...and we almost got that, with Jean-Claude Van Damme...

...but he then declined.

It was a funny scene with him fighting a snake.

And punching a snake...

...intercut with Brandy giving Cameron a hand job.

But we tried every movie possible.

We tried Jurassic Park, they said no.

- Tried Free Willy. - Wasn't a surprise.

Free Willy was the first. I can't believe they said no.

It didn't even, like, dawn on me...

...that that was a children's movie by Disney and that they would say no.

Jurassic Park, we tried Hard Target.

I tried for Weekend at Bernie's Il...

...but we couldn't track down who actually owns that movie.

So we ended up having to get this.

Real quick, the people in the theater are really good friends...

...D'Arcy and Jason Carden.

Hilarious. Jason actually was a producer on the movie...

...and is a brilliant producer at Funny Or Die right now.

He works at Funny Or Die.

And D'Arcy Carden is a hilarious actress...

...from Upright Citizens Brigade in New York.

- You will be seeing her in a ton of stuff. - Yeah, now she lives-- They live in L.A.

Those guys are awesome.

And then....

- There's Liz Cackowski. - Yes.

Liz and I have written together and did a web series...

.. The Jeannie Tate Show that Aubrey was in.

That's one of the first things I did that kind of got me my break...

...into getting paid to write, I guess, and direct.

And Liz and I used to work with each other at Saturday Night Live.

- She was a writer. - She was a writer. That's how we met.

- Not you and I. Yeah. - No.

- How we all met Liz. - Yes.

- Jeez. - I used to teach step aerobics.

That's the activity that Rachel Bilson is doing.

In college, I taught step aerobics at the 6 a.m. class. It was awful.

What a great shot.

- This next shot here, that butter-- - That gets a giant laugh.

Best giant laugh, best bang for your buck.

That was a joke I came up with in editing...

...and then we did it in a reshoot...

...and it was one of the cheapest shots ever...

...and one of the biggest laughs, so worth it.

It gets a giant laugh when it comes to the butter.

We're just talking about what giant laughs this gets.

Just patting ourselves on the back here, guys.

Oh, man.

Oh, you know what we should be playing is-- Okay, Alan.

See the guy in between in the soft focus in the background?

He's behind Aubrey there.

So Alan was in the Art Department...

...and he had this great way of being in the background of so many scenes.

As did Conor Benson, our rock star PA...

...who is a family friend from Montana who had never worked on a movie...

...and just became a total rock star.

He was literally an extra in every scene.

Yeah. There could be a DVD feature called "Where is Conor?"

- Yeah, "Where is Conor and Alan?" - And Alan, yeah.

"Where is Conor and Alan?" They're in every single shot.

Every scene. Every scene in the background.

- Make sure you get more SnackWells. - I got it, honey. Number one....

I ate a lot of SnackWells.

My grandmother had SnackWells.

This scene where she's drawing the diagram...

...that was definitely heavily inspired from real life...

...because when I found out-- I was much younger...

...but when my older brother and sister told me, like...

...what the birds and the bees were, I didn't believe them.

They told me what-- What it actually meant...

...and I went to my mom and I was like, "They said this and that can't be true."

And my mom drew a diagram of like--

It was very clinical, like, what sex was.

So I put it in the movie.

- That's terrifying. - It was weird.

It was weird. But cracked, I guess. I don't know.

- That's terrible. - Isn't that awful?

- Does it hurt? - That's a good question.

- What's a good question? - Did it hurt when you got circumcised?

- I'm late for work. - No coffee?

Clark came in for that day just to do that little bit.

He came from shooting The Avengers to say one line.

Thanks.

It's the least I can do. Watch your step. You look fantastic.

Miss Chardine.

Miss Chardine was my 2nd grade teacher.

I had to think of a name.

Men have a one-track mind.

All I can think of in these scenes is how hot it was.

I know. We're not gonna talk about it anymore.

- We won't talk about it. - We won't talk about it.

En Vogue, another great song.

I used to, that was the big thing-- Oh, the lost-and-found.

I don't know why, for some reason, that-- That just tickles me.

The lost-and-found box.

And look at this swimsuit.

I should have shot it from behind...

...because look at how saggy it is on the bottom.

That's, like, the funniest part.

- Isn't that funny? - Oh, it's really funny.

I was weird because I was super concerned about...

...you making your days instead of getting the funny stuff.

I know, you were so stressed.

You were like, "You need to move on. Let's move on."

I was, "We have so much stuff to shoot."

And then, yeah-- It was a learning experience.

In this scene where Aubrey, you know, loses her top here...

...she was wearing these clear, like, pasty things.

However we were-- These were kids on set...

...and it didn't even dawn on me that the parents might be upset...

...because she did look like she was topless and she pretty much was.

And then there's sort of a lot of swearing...

...and a lot of Aubrey walking around with not much on.

Like, and kind of-- In a second we'll see her, like, telling these kids off.

Apparently some of the parents were upset...

- ...which I guess makes sense. - Who was upset?

Just some of the extras, their parents.

Come on, guys. The script was originally called "The Hand Job."

Yeah, you know what you're getting into.

Bet you didn't see that one coming.

I do remember coming from my--

Me and Johnny's little room and coming out...

...and you guys were set up, and I just did this in, like, one take...

...and you were like, "That's great."

I turned around, and went back to the room.

I was reading a book and I, like, sat it down...

...did that thing. You were like, "Okay, so the top just went off.

Say this, this happened.

Now say, 'Itty Bitty Titty Committee.' Say it one more time. Great.

Okay, great. Moving on." You know, because it was video.

We just missed another one of my favorite lines.

- Where you say, "Dad, guess what." - Oh, yeah.

That's-- That line makes my editor and I laugh so hard.

And when we screened it, some people would get it...

...some people get it like a minute later.

And I always wanna, like, go talk to the people...

...afterwards who laugh at that line. It's one of my favorites.

The fact that your character would-- Something funny happened at work...

...and you'd immediately call your dad.

Yeah, call your dad, say this girl's top fell off at work.

You still have no tits.

This shot here was so funny because we had...

...you know, the camera on a crane, but you guys were floating.

One, couldn't hear us, couldn't hear each other and then...

...because you were floating, we couldn't frame you up.

It should be so easy, and for some reason it was so hard.

It was incredibly difficult to have this conversation because I couldn't hear.

And you had a hard time floating, both of you guys.

Well, Aubrey has no body fat so she was sinking. And then--

I have plenty of body fat and I--

I think we had to put things under your backs, little buoys.

- Yeah. Because-- - I was getting really mad.

Like, "You guys, you're just floating on your back. It's not that hard."

- We were like, "We're not lifeguards." - You're like, "We're tired."

- We're not lifeguards. - You're not Division I athletes.

And we're not former lifeguards.

But, no, I remember this was one day I feel like I kind of snapped a little bit...

...because you were trying to tell us what to do, Doug Emmett...

...the DP, was trying to tell us, Brian Robbins was like, "No"...

...and I was just like, "I don't know what to do!"

I'm sure there's footage of me snapping...

...because-- "My face is frying off!

Where do you want me to go?"

Willy, this is Amber, my sister. Amber, Willy, my boss.

Oh, your dog paddle is so great.

- I love Rachel's outfit here too. - This is Rachel's first day.

We just-- This is me essentially meeting Rachel. Yeah.

This is her, like, Donna from 902 1 0 outfit.

And our costume designer did shop from some of the, like, original 902 1 0...

...from their wardrobe, which was the best.

- So some of this is 902 1 0 wardrobe. - Yes, some of the outfits were.

A few of the pieces were.

I don't remember doing this when I watched the movie.

- You don't? - I don't remember.

When I watched the movie, I was like, "Was that in the script?"

- That was in the script. - I don't remember.

Yeah, the Home Improvement joke.

And I fluctuated-- "Fluctuated."

I changed the year a lot when I was writing it...

...between '93, '94 and '95...

...because I wanted-- I had a Friends joke...

...that I wanted to get in but that was in '94 so I took it out.

But I settled on a Home Improvement joke.

And let's look at Connie Britton's bedazzled shirt here...

...which is awesome. Clark's so good in this scene.

In the vagina, but that's not important.

No, I meant as in a location.

I assume the vagina.

"I assumed the vagina."

Like in the back seat of a car?

Mostly.

Beaver Creek is a real location in Idaho.

That's a terrible name for a creek.

Yeah.

Do you wanna call it Idaho Creek?

Let's call it Beaver.

Here I totally forced Aubrey to say this next line.

"No doy," we used to say that and I wanted that in.

- She didn't wanna say it? - She was like, "Sounds forced."

Then I'm like, "It sure does, but I want it in the movie."

Look at the afro on this snatch. It's the biggest thing I've ever seen.

The popsicle was a big pain too, melting.

- Oh, yeah. - Continuity.

It's the worst feeling. It's like a tiny boxer is, like...

...boom, one nut, two nut, three-- Just pounding away at your nuts.

What is Donald talking about?

Getting blue balled, or blue balls, and how uncomfortable that is.

Anyway, blue balls is real. Somebody should do something.

You guys....

- Donald makes me laugh. - Yeah, he's really funny.

What do you think they're talking about?

There should be a drinking game for scrunchies in this too.

Sarah Steele got really bummed.

She was like, at one point she was like:

"Could I just have one scene where I don't wear a scrunchie?"

And I said, "No."

I'm like, "You need to have a scrunchie."

--are you ready to knock "blowjob" off that list?

I think so.

There's some really good articles in here.

- Nolan. - He is so funny.

You should check out page 47.

It says that if a guy drinks pineapple juice....

You see, I did not know this.

- The pineapple juice thing? - Didn't know that.

I had never heard about it.

This was one of those...

...like an urban myth or legend, or not even a legend...

...but just some dumb fact that is probably not true...

...but that was passed down like it was this incredible...

...important piece of knowledge.

And I can't believe that-- This kind of came from, you know...

...my high school friends and I. One friend told us, like...

...how many calories there was in jizz and we couldn't swallow...

...and that was, like, on our minds...

...the first times we were all giving BJs.

You're giving your first BJ, like:

- "Is this gonna be fattening?" - Note, do not swallow.

You do not wanna-- You're gonna look fat after this if you swallow, so....

That makes so much more sense.

- Yes, that'd be nice. - Yes.

Wait. What song is this?

House of Love, "I Don't Know Why I Love You."

I had never heard this song.

My music supervisor, Howard, gave it to us and it kind of worked perfect.

We use it twice in the movie.

Yeah, it sure would suck to miss that.

- See you later, Pancake. - Bye, guys.

They are super mean to Cameron.

He is a dummy but they're really mean to him.

And right there was the big sequence that-- We totally cut this scene.

It took way too much time to shoot.

That was the whole Hillcrest rivalry...

...that went right there, and it was such a...

...like, hard scene to shoot and took a lot of time...

...and it was one of the first things to get cut.

Yeah, that's why-- So when they go to the pool later to get Hillcrest that's--

The setup to all that was cut out of the movie...

- ...because it didn't work. - Yeah.

So when people would say:

"I like it but that Hillcrest thing comes out of nowhere."

- It's like, "Yeah. You're right. - Yep. You're right.

You're not wrong."

We had no money to actually go back and fix it. I tried.

I got shot down.

We have to acknowledge the paint color in this room...

...because this is, it's like peach and mint green.

It's kind of this Miami look that was really popular.

It was that pink flamingo look. And I gave the production designer...

...pictures of my high school friend's bedroom...

...and they painted it this color, and it's so spot-on.

And Rachel has a belly button piercing.

That was my big rebellious thing.

I didn't ever get a tattoo.

I pierced my belly button and I had it pierced for three years before my par--

Like, I kind of forgot about it and then one day my parents saw it.

And it was actually my aunt who was like:

"Maggie, did you pierce your belly button?"

I was like, "Yes." My parents were so mad.

I was very-- I was already in college...

...and I was like, "Oh, I did it three years ago."

- Now Andy.... - Andy Samberg.

Now, Andy came, he was there for one day, right?

Yup. He was shooting That's My Boy...

...and he did us a huge favor and flew back from Boston...

...to come shoot this. And we shot him all-- This club scene...

...and then back at the pool.

I love how subtle Andy is in this, as his character.

And of course I wanted him to look like Eddie Vedder...

...so that's-- His whole look is inspired by the grunge look.

And there's a whole bunch that's cut out of this stuff too.

Oh, yeah, there was a scene with their IDs.

Yeah, and then the other joke was they're at kind of like a VFW...

...with a bunch of old people, and so when you cut to the crowd...

...it's supposed to be all these old people around Aubrey.

That's why she's invited up on stage. But it didn't really work...

...so that got cut. A lot of stuff got cut.

And these guys, that's Kevin Brennan on guitar there...

...and these are all just-- Kevin's my buddy from film school.

I met him in Austin, Texas and he's in a band.

And I was in a panic and called him up...

...and asked if he could get his friends...

...who could play in a band and be in the movie, and they came.

And they get a really funny bit coming up with Sarah Steele.

And your buddy, Todd Berger, I think was in the crowd.

Yup. And Sean Parker and Helena Wade.

They're all extras there, and dancing.

George, this is Cameron...

...Brandy's study buddy.

This was something my dad always did.

Whether it was intentional or not...

...he never knew a single one of my guy friends' name...

...even though they had met him-- And everyone in Boise--

You go to grade school, junior high and high school with the same boys...

...and my dad-- Every time they would come over...

...pick me up for a date or even if it was a group thing...

...he would, like, always pretend like he never knew who they were.

Just to scare them and intimidate them.

Even when one of them was, like, my boyfriend...

...who he'd come over a lot, my dad would always never know his name.

Those are all my ribbons on the wall.

They're all blue. We see it. We see, Maggie, all blue.

- Now this-- - Oh, Hillary.

You know, there are certain places in the U.S...

...when that shot of Hillary comes up it's like, "Boo!"

I am a legitimate Hillary Clinton fan...

...and I hope she becomes our president.

This is fun because every time this happens, people go, "Oh, no."

Yeah. They feel so bad for him.

I will say, I did not give you-- People always ask me:

"Oh, did you give, you know, lots of notes...

...or did you help write the movie?"

And I'm like, "Not at all."

I didn't help with any of the writing on the movie...

...but one thing I do remember saying a very long time ago...

- ...was the guy needs to find the list. - Yes. Yes.

We were in a cab in New York and I said:

"Oh, the guy should, like-- The Cameron guy should find the list...

...and then it gets out, and then...."

Then that kind of spirals everything from there.

Yeah. It goes....

Now this is semi based on a true story, correct?

- You can't name the band. - Semi based.

You can't name the actual band that this happened with.

It's a combination. One, there was a band that--

We will not say who the band is.

There was a Boise band. My friends and I in high school met a band...

...and made out with them in the pool.

But then the hair dye is a totally different story...

...so it's sort of a combination.

The hair dye is a different guy who had just dyed his hair...

...and then I had a friend who made out with a guy in a shower...

...and he had, like, purple hair dye dripping down his face.

It was very funny because a lot of Maggie's friends came...

...to the premiere for the movie. And when that--

They know the story.

And when that happened...

...when they went into the shower, they were squealing like little girls.

They were laughing because the girl was there.

The girl was in the theater watching it.

They were like, "That happened to you."

So wet in here.

Are you gonna come in?

Can't. Dyed my hair this morning. Can't get it wet for 48 hours.

Well, that's a shame...

...because a hot shower sounds really nice right about now.

There's a line in there that Aubrey improvised where she says:

"It's so wet in here," which I just love.

"Take soap shower before entering the pool."

My friend Oscar made that sign...

...and that was something I found so funny when we were location scouting.

All of the public pools in L.A. had a giant sign that always said:

"Take soap shower before entering pool."

Are you gonna talk the whole time I blow you?

Oh, that hair dye. That hair dye was a pain too, to get that trick to work.

Andy was very nice to do all this stuff.

- He is great in this too. Yeah. - He was very, very funny.

And telling the troubadour's tale is what I do best--

- Did he improvise "Joshua Tree"? - The Joshua Tree. Yes.

It's such a pretentious thing.

This is your Back to the Future moment.

No, no, no. No, it's not. In my head it wasn't.

It was Evil Dead Il when Bruce Campbell says, "Work shed."

I think you look like Doc there.

I know I look-- It is a Doc, more of a Doc moment. "Showers!"

But in my head it was, "Work shed!"

Another big crowd....

The crowd goes crazy with this.

Another patting ourselves on the back.

Yeah.

A lot of people are gonna be, like, "What crowd?"

Like, "Who is this 'crowd' in quotes that you guys are talking about?"

I'm watching this alone in my room. What crowd?

Stop talking about the crowd.

I really like the lighting in this scene.

There's something very--

The idea of swimming in a pool at night and the lights in the pool...

...and the light at night, it's very-- It always reminds me of, like...

...being a teenager and youth and kind of sneaking in and-- I don't know.

It's a very-- Romantic isn't quite the right term, and neither is nostalgic...

...but there's something about the lighting in this scene that I like.

And I think you look so cute in this scene.

I did not like my take of--

I remember I was always trying to get you to cut out me...

- ...taking a hit off the joint. - You didn't think it was funny.

I still don't think it's funny. I feel like I overdid it.

Oh, that's good.

Andy's really funny right here.

And I like the guys going over the fence.

- That was cool. - Bye. Love your music.

There's a gate right there.

That happened while we were blocking it...

...and they just went over the fence. They went over the gate for real.

And they didn't need to and there was a door, like a gate right next to them.

Wasn't there a scene with...

...Rachel Bilson coming and picking them up?

Yep, that was cut, after that. That's one of my favorite moments...

...is when you embrace-- Rachel--

The story line got cut.

Basically she got dumped by her fianc� and she's super pissed...

...that Brandy stole her bra and her ID...

...and so she comes to pick Brandy up from the pool...

...and Willy, you kind of, like, protect Brandy...

...from her older sister who's gonna beat her up.

But then you end up not only hugging Rachel Bilson...

...but, like, sniffing her hair in this really great way.

- A deleted scene. - I improvised that, I think.

- Was that in the script? - No, that was improvised.

The "You should be at home in flannel pajamas."

I don't remember saying that.

Then you dial a number and you're like, "I don't know who I just called."

I like how he's looking out the window. Look how he's....

- He's very.... He's just very dramatic. - Yeah.

I feel like Cameron, in his head, is in like a....

- He's John Cusack in Say Anything. - Yeah.

Or maybe he's, like, one of the girls in, like, you know, like, a drama.

One of those movies.

Oh, yes. They're definitely a role reversal.

Like, Cameron's character is much more stereotypical female...

...and Brandy is much more stereotypical male.

She's more analytical, that sex is sort of a goal.

Cameron is a romantic.

He thinks you should be in love before you lose your virginity.

I love this part.

How could you do this to me?

See? Still, people go: And I'm like, "Fuck that dude.

Fuck you, dude. You're an idiot. I don't care about your feelings."

- We're cold. - We're cold assholes.

I'm like, "Oh, God." You know why I think I'm like, "Fuck you"?

Because I was that guy in high school.

I was like, "I'm in love with you."

And then you go, "Why didn't I just have a good time?"

- This joke right here.... - Yeah.

- Very controversial. - Very controversial.

Always got a big laugh.

I always got the note to take it out and I kept it in...

...because in the '90s-- I mean, and it's still a big deal.

Everyone thought they were gonna get AIDS.

AIDS was, and it still is scary and it still is, you know, very serious...

...but it was everywhere and we were so scared. I had an AIDS test.

I was a virgin and before I had sex, which was much later...

...not in high school, junior year of college.

I had an AIDS test before I had sex and I was a virgin.

I know, but it was very freaky.

- It was a scary unknown. - It's still terrible...

...but at the time, in the '90s it was very freaky.

We're backtracking now. Maybe you shouldn't have kept the joke.

But I always had to say it was from his point of view, you know.

It was the most hurtful thing he could say. It was in character.

This is that bad neighborhood again and I remember...

...you guys were shooting this scene and a guy pulled up...

...and screamed out...

- He did not. - I had to sit and watch.

..."Forgetting Sarah Marshall" really, really loud to me...

...and I was like, "Oh, thanks."

This was the day I was always looking at my watch...

...because it felt like at sundown the vampires would come out...

...and we would all be in, like, a gang shootout or--

What happened was-- I'm not bringing it up...

...because I wanna say people-- So he said that to me...

...and then about five minutes later, he brought other people in another car...

...and they started shouting that out and I was like, "Wow."

Forgetting Sarah Marshall, which is also on DVD and Blu-ray, by the way.

Sorry. That was douchey.

I deserve to get fucked by Rusty.

She made a scam list?

Cameron, his character, he's wearing a Shawn Colvin T-shirt...

...and he had a couple other T-shirts of Sarah McLachlan and Tori Amos.

Those scenes were cut, but he was always-- You know, again...

...he's more stereotypical female, so he would listen--

In my mind, he listened to, like, Ani Difranco...

...and that was on his mixtapes.

- No, he's like one of my best friends. - I know.

- I want those cats. - You shot the party finger bang scene...

- ...and you shot this afterwards? - Yes.

- The same day? - Yes.

Same lighting setup. You'll see that a lot in the movie.

And hickeys, remember hickeys? They're so gross.

- Why did we do that? - I had a hickey once.

My high school girlfriend gave me a hickey for some reason.

It was the only hickey I had. It was-- The next day was Thanksgiving...

...and had our whole family there.

And so there's these pictures that are still up in my parents' house...

...of us on Thanksgiving.

I had a turtleneck, like the giant turtleneck that goes all the way up...

...like almost over my ears because this girl gave me a hickey.

It's funny.

You don't see a lot of people in their 30's walking around with hickeys.

- No. - Why? It's not sexy, it's just gross.

- They just suck on you for a while. - No, it's just exploring. Yeah.

It's because you're too chicken to feel a girl up. Give her a hickey.

Yeah, you feel like-- It's so weird. It doesn't make any sense.

- Dry humping too. - Dry humping.

Very, very little sense. I like he has hickeys on his shoulder.

That was....

There's a lot of, like.... You know, the guys are...

...feeling each other.

This is funny.

This is Andy Samberg's favorite joke in the whole movie.

What Donald says at the end.

Do we have plans tonight?

Sure.

You're so funny.

Walk me to my bike.

I did not say anything.

- I love this too. - Yeah.

I need some air.

But it's an outdoor pool.

I need air.

We had so many more "climbing the fence" jokes too that got cut.

Can we look at Cameron's car, the Ford Festiva?

Yes, which you had.

That was the car I had in high school, a Ford Festiva L Plus with AC...

...and cruise control and four studded snow tires.

But that car was when I realized--

I didn't realize we were making a period movie...

...because the '90s didn't feel that far away for me...

...until with my line producer when we were trying to budget it...

...they were like, "It's hard on this budget to do a period film."

I was like, "This isn't period."

But the Ford Festiva, it was 20 years old and it doesn't exist.

We had to buy it on Craigslist.

I think it cost $600, which-- We had to buy it, you couldn't rent it for a day.

- We had to actually buy it. - Who owns it now?

Ryan Berg bought it so I don't know what happened to it.

But they had to, like, drive down to Long Beach and drive it back...

...and it had those awful automatic seat belts.

But that was one of those specific things that I, like, really--

I was very demanding and I was like, "We have to have a Ford Festiva."

Mine was silver, not red. I like the red better.

Yeah, because I just got dumped because I suck dick at eating pussy.

I just thought that if I practice....

I think Donald's really funny in this scene.

It's a lot harder than you think. I don't know.

You know what? Forget this. Forget it.

You had me at "eating pussy."

You had me at "eating pussy."

We did so many alts for that too.

Okay. Up a smidge.

This was a funny ADR session too with Donald...

...doing the muffled talking underneath the sheets.

Yeah, because that's what it said on the cue sheet, like....

Because when you get these cue sheets in ADR sessions...

...and it'll be like, you know, "talk like you're running"...

...or "talking while you're in a car" or whatever...

...and this was like "talking while you're going down on Aubrey."

Brandy. Brandy Klark.

What you doing?

I love his little looks here too, the little brother.

Does this kid know what was going on?

- Bryce? - Yeah.

No. We-- No.

I mean, I don't think he knew. We kept it very PG when he was in the room.

Absolutely.

He doesn't count. He believes in monsters and shit.

- He's not a person. - Okay, fine.

It was fun to have a water bed. That was another thing. It was a pain.

We had to bring it into the house and lug it upstairs and fill it up.

Water bed's always on-- For those of you who have like...

...renters insurance or homeowners insurance...

...that's something you have to sign a waiver for...

...that you don't have a water bed...

...because apparently they leak a lot and cause a lot of damage.

It was, like, a big thing that happened in the '90s.

Hello, Mr. Mitchell, it's Brandy.

- Is Cameron there? Yeah, I'm sorry, he's in his room.... *

Who's the voice of--?

The voice of Cameron's dad is Michael Delaney...

...a famous UCB actor and teacher in New York...

...one of my first improv teachers.

He was very funny in that Will Ferrell movie The Other Guys.

And he's also in the-- What was what Will did on Broadway, George Bush?

- Oh, the George Bush-- - He was in that too, yeah.

Me too.

Guys, I brought Kleenex and stuff, just in case we get emotional.

I love how earnest Wendy, Sarah's character, is.

Oh, the list too, the handwriting is changing constantly...

...throughout the film.

Half of the list is my handwriting and half is Jenna...

...one of the people in the Art Department...

...and then Aubrey had terrible handwriting...

...so we could never have her writing.

Whose hand is that writing it when she's writing it?

It varies. It's between me and Jenna.

- Oh, the hand writing it? - The hand writing it.

I see what you're saying.

That hand is changing constantly and the skin tone never matches, yeah.

I thought the actual handwriting was changing.

That is changing too. There's pretty much two sets of handwriting.

Oh, okay.

It's always the same within a sequence but it kind of is varying.

Like this is my handwriting.

And then in the-- When we make the scene--

Because that was, like, a pick-up we had to shoot later.

I did a lot of inserts just in our apartment in New York...

...after we shot the movie.

- Which ones? - Of the list. Or tons.

A ton of them. Like, the list, candles, the cassette player.

- Oh, yeah, we had this like, little-- - We just had no time to do anything.

And when we lived in New York, we had this rec room...

...in our apartment building that you took over for--

- A lot. A couple times. - Yeah, a day. Yeah.

And a lot of objects for the title sequence.

Those student of the month certificates, we could never get them shot...

...and then one time we had an issue with the footage and stuff.

It's stuck, Wendy.

- Thanks, I can see that. - Take it. Let's go.

I love this. They literally take her VCR.

- Wait. Come back. - You better hope that tape isn't ruined.

- Fiona, come on, don't be-- - No, I'm sorry...

...I don't understand you because I don't speak slut.

That was Bill Hader's line, right, from a sketch?

The show that you saw me in when we first met at Second City...

...I improvised that to an actress named Naomi Leonard...

...who's not a slut...

...but that was a scene that I improvised and it got a big laugh.

And I thought that was such a funny line...

...and I've always tried to get it in a script.

- With your permission. - Yeah, that was weird. No, I'm joking.

All this "Wake up, dummy," all that stuff is--

- VFX. - VFX.

But I love this little drawing by your head, which gets a laugh.

So, yeah, that wasn't there when I shot it.

That's kind of like an ADR joke.

No, I mean like we need to get them where it hurts.

Oh, wait. Oh, you know what is here, is Oak Crest.

- I had to ADR "Oak Crest." - Here's some bad ADR coming up.

- Yeah. - Here we go.

Let's take a big fucking dump on Oak Crest.

Oak Crest.

"Let's take a big dump on Oak Crest."

There's Marcy, another UCB friend.

"Let's take a big dump on Oak Crest."

It's like that Mr. Show sketch.

Mother, father, Chinese dentist.

Now this was reshoots.

This is Stoner-- No, this was-- This isn't.

- That other shot was, yeah. - This is the last day.

This is the last day we shot. And this is Stoner Park in L.A.

I love that it's called Stoner Park.

- And, yeah, you guys were delirious. - We were going crazy.

You guys, you went from shooting in 1 10 degree heat in the Valley...

...to having to shoot at this pool at night...

...and be in freezing cold water, and the slide wouldn't slide.

- Remember that? - We had to put people--

On plastic garbage sacks.

Because no one-- The slide is very tame and not slippery...

...and, like, no one could slide down the slide.

This was the last setup of the whole movie.

After we shot this scene of me and Johnny, that was a wrap on the movie.

- And I slid down the slide. - Oh, yeah, you did.

It was, I don't know, 9 in the morning.

We shot all night and then I wanted to go down the slide...

...and the water was so cold.

I thought-- Because Bill, you actually got hypothermia.

Yeah, my lips turned blue.

And Aubrey and Scott are, like, shaking so bad...

...but they would stop shaking long enough to kiss...

...and then they would start shaking because they were so cold.

And Bill had to have-- The set medic came...

...and put one of those aluminum-- Aluminum foil.

- What are those blankets called? - Oh, yeah. Warming blankets.

A warming blanket. And your lips were literally blue...

...because you did a lot more too. Again, it's a deleted scene.

It's not in the movie where I'm going around--

You ran-- There were all these water features, big sprinklers...

...that you ran through, and of course I never am happy on, like, one take.

I make you do six takes.

Remember-- Okay, when Bill and I were dating...

...I did a short film called Jenny Clone and it was just with--

It was, like, basically with these dolls...

...that weren't moving so it was literally still shots of dolls...

...that I cut together. And I would do more than one take...

- ...and the dolls weren't moving. - Yeah.

You were like, "You don't need another take.

There was nothing moving.

It's just a still shot." But I'm very OCD and anal so....

So you had to run through and almost got--

- Or I guess you did get hypothermia. - I did get hypothermia.

There exists a picture someplace of me in the hot shower...

...wearing that hat and that shirt, just sitting there.

That's why I married you, because you can do an impression of Eddie Vedder.

That's it.

I couldn't get a Pearl Jam song in my movie but I could get an impression.

That is the face he makes. I get why Brandy wants nothing to do with you.

Fuck you, man.

- That's a wrap. - That's a wrap.

Last shot of the movie. That was a great thing...

...because, Bill, you always made the crew break, and that was so nice.

When you're working on something so low-budget...

...it's nice to see-- The crew works so hard...

...for terrible pay and really long hours...

...and then it's nice to see them actually laughing.

I'm gonna say that this is not a romantic movie at all...

...it's just a comedy, but I do think their kiss in here is really great.

I think it's a good on-screen kiss.

Who-- Now, who's-- What--

This is House of Love, "I Don't Know Why I Love You."

Yeah. It's a great song.

I think it was popular in Australia and the UK.

It didn't really play here, but I love the song.

There's the nice kiss.

Here's another ADR.

Fuck you, Oak Crest.

"Fuck you, Oak Crest." "Fuck you, Oak Crest."

These bubbles were fun.

Then the guys who came and did the bubbles...

...they apparently just do party-- Like, it's foam, I mean--

And this was a real prank that we did on another pool...

...when I was in high school.

The rival pool had a slide and you pour the laundry detergent in.

And there's Jack McBrayer.

What happened here?

- And those guys and Derrick.... - Comedy, yeah, with Donald.

D.C. and Dominic.

Okay, so this was a thing...

...that we all did when you were leaving for college.

You literally write your name in everything.

So I, like, when I went to college, like...

...had my first and last name on everything...

...which was completely unnecessary.

Look, your little prank ruined our filtration system.

- Not our problem. - Well, it's gonna be your problem...

...when I report you to the Parks Department.

Hey, friend? Hey, buddy, don't do that, okay? Please.

Look, the only way I won't call them....

- I love Jack McBrayer. - Jack was our neighbor in New York.

He was our real-life sitcom neighbor.

Yeah, he was our, like, funny neighbor.

- He would knock on the door. - He'd come in...

...and you would just hear people start cheering when he walked in.

That was an applause break. He was our Kramer.

- I taught you how to swim. - What?

This is as close as it gets to a drama.

All summer everyone's been telling me to loosen up and relax...

...and not think so much and....

Oh, and here comes the Gin Blossoms.

Really emotional scene here.

You can't make a movie in the '90s without the Gin Blossoms though.

- Do you remember those suitcases? - Yes.

Suitcases have changed so much in 20 years.

When did they take their pictures?

- We did those on set. - Those are sweet.

My senior-- I had-- I had--

When we went into production, I called my high school friends...

...and asked them if they had any stuff, like, left from the '90s...

...like yearbooks, or photos, or clothes.

And so my girlfriend sent boxes of stuff...

...and in one of them was my senior portrait.

And my senior portrait was around set...

...and a couple times-- I was wearing denim on denim.

Like, a denim shirt tucked into denim pants...

...which then Cameron wears in the movie, which--

There was just this one moment where it's--

We used to shop at the boys section of the Gap, basically, back in the day.

And here, this is one of my favorite moments with Connie.

I just love Connie Britton so much.

She's so lovely, and so sweet, and so funny, and so beautiful.

Tammy Taylor.

- To have fun? - To use lube.

She told me at the junket...

...that she was basically doing...

...kind of a parody of Tammy Taylor in the movie...

...which I didn't even realize when we were making it. Then I was like:

- Where exactly do I--? - In the vagina, sweetie.

Thanks, Mom.

That's a wrap on Connie Britton.

I got it.

This, I think-- No, no, it wasn't.

I love that your character is hanging out...

...with these 8 and 10-year-old boys, like, playing cards.

Yeah, he's friends with them.

She wants to talk to you.

Hey, newbie. Heard you got fired. That sucks.

Yeah, I know.

Look at that lip phone. It's just a pair of lips. Yeah.

Oh, and that R.E.M. poster behind her head, that hung in my room forever.

Why not? I'll pick you up....

This was funny how....

So for this scene, Aubrey's gonna do the Roger Rabbit and Running Man...

...and before we were shooting, we were outside their trailers--

I love that I say "trailers."

We were outside their cardboard boxes and they were--

I was showing Aubrey, like, the Running Man and the Roger Rabbit...

...and she legitimately could not do it.

But then Bilson just, like, busted all the moves, which she's about to...

...which wasn't even-- This part wasn't even scripted.

But once I saw her do this, I was like, "Well, this has to be in the movie."

Shit.

That took him so long to hang up the phone.

Awesome. Good for her. Still working on that sex manual.

I had a conversation and he was like, "Oh, I should hang this up."

She's writing some sort of sex encyclopedia or something like that.

It's like she can do whatever and it's research. It's awesome.

Maybe I'll get to make a second movie. I don't know.

- Did you know about this? - No.

You learn something new at the pool every day.

That was a whole other story that got cut.

I feel like that's my go-to line here...

...but with the-- Basically the idea was that...

...you had these little kids at the pool playing a game of telephone...

...as they were overhearing teenagers talk about sex...

...which was parallel to what Brandy and her friends were doing.

They're constantly talking about sex...

...none of them are having it and it's all kind of misinformation.

Then when you get 10 years younger and you're in grade school...

...and you're hearing these things, you are even more misinformed.

So there was this, like, bad game of telephone...

...kind of going through with the kids at the pool...

...but that all got cut.

But look at Rachel Bilson's cowboy boots. They're turquoise. Turquoise.

Yes, so I've heard.

- Okay. - Hey, have fun popping your cherry.

I love this little moment that Brandy and Amber's characters have here.

--I wouldn't be having sex tonight if it weren't for you.

- Really? - Really.

Thanks, Brandy, I really needed that.

"I needed that."

What's it gonna feel like? I'll figure it out.

Enjoy your penis.

Both those lines, improvised.

I love that where Aubrey is like:

"I wonder what it's gonna feel like. I'll figure it out."

Then "Enjoy your penis."

This was also-- Okay, having a van again...

...that was essential. Because Bill and I both mentioned...

...that we were total fakes following, like, Phish and The Dead...

...and I always wanted to have a VW van or a Vanagon...

...or, like, a 4Runner with a Dave Matthews sticker on it.

That was how I found the guys that I wanted to date.

- And this was up at Griffith Park. - Yes.

This is the second-to-last day.

- My sister visited the set this day. - Yeah.

Totally unnecessary that we shot up on that hill.

It was so hard to get the gear and equipment up there.

And now when I look at it, I'm like, "We had one establishing shot."

So next time I will shoot it differently. Much less of a hassle.

Aubrey, the way she is always chugging the beer...

...is how we totally did it in high school because we hated the taste of beer.

You would get one beer, plug your nose and chug it.

And my friends and I would go into a bathroom...

...plug our nose and chug the beer.

And then we would only need a beer. Like, that was all it took.

And then we were, you know, done for the night.

- And look at this poncho, Bill Hader. - Oh, yeah.

I remember when I went in for my fitting.

I was showing you pictures, you were like, "What?"

This scene, you guys were breaking.

We could not shoot this scene without you guys breaking.

--she might be in some trouble and I need to talk to her.

Can I wait here? Is that cool?

You got a dick under that poncho?

- Which was a line that you-- - Came up with on set.

- You came up with that on set, yeah. - "You got a dick under that poncho?"

And now we have The Cranberries.

This was hard to find, a perfect song that kind of fit the time period...

...and the way Brandy aggressively humps Rusty in this scene.

- I need to tell you something. - It's okay.

Now, the crew, were they around? I wasn't there when you shot this.

Yes, this was actually-- And we were running out of--

We shot at night and the sky was-- You know, the sun was coming up...

...and these poor guys had, like, 25 crew member--

It's just in the back of the car but there's 25 people just staring at them...

...which they were good sports about.

I remember because not only did I act in this movie...

...but I was Maggie Carey's driver on this movie.

Yes, Bill would come and pick me up at the--

Drop you off and pick you up every day. And so this was a night shoot...

...and I remember dropping you off up at Griffith Park...

...and then I came at.... What do you call it?

- Wrap? - Wrap and....

Are you laughing at the aggressive humping? There's Conor.

Conor's our PA, who's in the other van making it rock.

Yeah, I remember showing up and you guys were shooting this...

...and I sat and watched from afar as the sun came up.

That's my long, drawn-out story.

That was like less than a minute.

Shit.

This shot here of Clark and Connie...

...they were so funny when they were doing this.

And those are really Connie's feet. Crazy.

I think she does a lot of yoga. She's in this crazy position.

You've gotta be kidding me.

And then this scene is cut but, like...

...when we cut back to Clark, he really wanted his pants to be down...

...you know, so it felt real. So he's mooning the camera.

And we were joking that there's no nudity in the movie...

...except for Judge Klark, which is so odd. But it got cut.

- ...she's with Cameron? - I gave her the lube and--

You gave her the lube? You had your talk with her, didn't you?

Of course I did. If I waited for you to do it...

...she would be 40 before she has her first orgasm.

And then we have James' "Laid" playing here.

- Stop talking to me. - Okay. Sorry.

Wasn't there a full thing with us doing--?

Again, I wouldn't even take my shirt off for the sex scene.

But wasn't there a thing where I was thanking her?

Was that what I was doing? That didn't work, did it?

You said, "You're doing me a solid now."

- Oh, okay. - Because it's sort of a sympathy--

Well, you know, the whole reason, she is dumped by her fianc�...

...and sort of is trying to get her confidence back.

So that's why it's like, "What, a sympathy?"

- Mercy. - Mercy. Yeah.

Not sympathy. Mercy.

Now, do you wanna point out where it turns into the reshoot?

I think the audience can find that out.

- Look at Cameron's wig in a second. - Yes.

This is one of those things I learned as a first-time director.

It's, like, one of the biggest, most important scenes in the movie...

...and we shoot it with, like, an hour left to go.

And it's also not exactly dramatic but it is, you know--

She's kind of coming to a big point here and it was just challenging.

We never had enough time.

Yeah, if you have your big moment in your film--

Shoot it at the start, not the end of the day when you're getting shut down.

Yeah.

Feelings matter. And having sex with the right person....

Okay, Bill, now let's guess when the--

- Let's see. - Watch Cameron's hair.

Hey.

Aubrey has different bangs.

She has different bangs. He has a different head.

- Just a different head. - He's grown up now.

He's 35.

- Yeah, this is on a stage. - Not even a stage.

It's a garage basically.

And Scott Porter came all the way out to stand in the background. Nice guy.

This is in L.A. on a stage like a year later.

- Not the same hair. Look at that. - Oh, the wig.

You wanna go, Growing Pains? You retarded Zack Morris.

- ADR. - And we're back.

Now we're back. Okay.

- This-- - What happened to her bangs?

Oh, a wig.

- Everything's changed. - Million-dollar movie.

I know, million-dollar movie. But what I equate it to is Pretty in Pink...

...because at the end with Andrew McCarthy...

...they reshot the ending of that movie...

...and Andrew McCarthy has a totally different wig at the last sort of kiss...

...the big moment with Molly Ringwald.

So I'm just gonna say...

...if it worked for Pretty in Pink, it will work for The To Do List.

I do love this scene with her, with both guys up against the van.

Am I gonna regret losing my virginity to you?

Probably. Most girls do.

No. Definitely not.

You are gonna be an awesome story to tell my friends.

All the nerdy guys in the audience get really bummed out right here.

- Bummed out right there. - They get super bummed out.

Like, most guys who probably, like, have blogs and stuff...

...they're like, "That's not nice at all."

- She should be with the nice guy. - She should be with the nice guy.

This song, Tears for Fears' "Break It Down Again"...

...I listened to on the way to set with Jason Carden every single day...

...and then we got it in the movie.

But I do have to say, if the movie does have a point, the point is that...

...sex is one of those things that you cannot wait to learn about...

...and I think with most people and definitely most girls...

...your first time is not all it's, like, supposed to be...

...and, you know, it's such a big build-up.

But what was so important was that Brandy's character...

...that it wasn't a bad experience.

It wasn't what she thought, but it wasn't a bad experience.

It's just a good story for her friends.

- So we-- Initially-- - The biggest laugh in the movie.

So basically she walked in. He was supposed to walk in and that's it, but--

On the way to set, you were like, "What if I stand and shake his hand?"

Yeah. And then....

And look. If you watch Rachel, we had to keep cutting...

...because you-- This scene, you guys were breaking every time...

...and if we last like a frame longer, you're both laughing.

- It is a sound effect, right? - Yes.

Can we give a round of applause to the Foley artists on this movie?

Yeah, it's like....

We were doing the sound mix and the Foley artist walked in...

...and introduced himself, and I thanked him.

Then he walked out. And it didn't dawn on me until later...

...I was like, "Gosh. He was doing all of that."

Like the hand job in the movie theater...

...the dry hump, like, all of those sound effects in the studio.

And here's the big Beaches moment.

And I love the VCRs stacked on top of each other.

The actresses were so great on this.

They rehearsed, like, all day and kind of harmonized and stuff.

And when I wrote the scene...

...I just thought it was kind of gonna be joke-singing...

...but they, you know, made it very earnest.

And I think the comedy plays so much better because they are so earnest.

And this is the part in the movie when you're sitting in an audience...

...that if you don't like this scene, it's awful.

It's so painful because it goes on so long...

...but if you do like the scene and if the crowd is on board...

...then it's, like, a really great moment.

That's kind of the moment, when Sarah Steele belted out--

I get chills every time when she does that.

Yeah, because I don't think you knew she was gonna do that, right?

Well, I-- Yes.

Did you know she could sing like that?

I didn't know she could sing like that and how earnest it would feel...

...but it's still funny.

I hate the word "heart" but-- That is not my natural place...

...like in terms of when I'm writing, heart or likeability...

...and I think the actresses themselves kind of made that happen in the scene.

Yes, you do.

- And Sarah was really crying too. - Yeah.

Probably because she had to wear that vest.

Yeah.

I will say, I know it was at the premiere...

...but at the premiere this got a giant, giant ovation.

It was very cool.

That went on for, like, a long time. It was very nice.

- I'm really sorry, you guys. - We know. We know.

Also, I fucked Rusty Waters.

- Look at you. - How was it?

Yeah.

It was quick.

Brandy, please tell me you were not getting pregnant tonight.

- Don't worry, she was here. - Don't worry, she used a condom.

Can we please talk in the hallway, Dad?

It's okay.

- Just lie. I'm sorry. *

Was that always in, that the dad comes in?

- Yeah. Yeah, yeah, yeah. - Oh, yeah. He always came in.

Yeah, this was a scene too that there was always discussion about cutting.

Did you at least use the lube--?

But I think it was Brian Robbins, one of my producers...

...who was like, "No, you have to keep this scene."

And I'm very glad we did...

...because I think it is a really nice wrap-up of their whole relationship...

...and Clark gets in another funny joke.

And then "Bittersweet" right now. Big Head Todd.

- That was the first-- Big Head Todd. - Big Head Todd was huge.

That was my first foray into college radio or anything alternative.

- Yeah, Big Head Todd was a big one. - Yeah.

I think Pavement was mine...

...but I do remember Big Head Todd was big, and especially this song.

And The Samples, but we don't have them.

This is one of my favorite shots of the movie.

I just-- Again I like the lighting and I think I like the actor.

Also let's look at that mural...

...because those are salmon swimming upstream...

...and we have a Pacific Northwest kind of scene going on there...

...that my production designer did.

That wasn't on there? You guys painted that?

We painted that. We painted that whole wall.

I don't pay attention to anything.

But I love that it's-- You know, because a ton of pools have, you know...

...like, marine life kind of murals and so we decided we'd do--

Because it was in the Pacific Northwest, that it would be fitting...

...that there's salmon swimming upstream because, you know, sex.

This is my personal favorite line I got to say in the whole movie coming up.

I just wanted to come by and thank you.

Yeah, I tried to do the right thing, but I ended up fucking your sister instead.

That's my favorite line that I got to say in the movie.

Your dad walked in. And my boner did not go away.

This is one of those scenes that too-- One of the first scenes I wrote...

...and that I always visualized you two talking on the lifeguard stands...

...through megaphones at each other.

And there were actually a couple more scenes of you two alone at the pool...

...in, like, original drafts of the script...

...that I always-- Just one of those, like, visual images that you had...

...that I was glad I actually got in the movie.

Wasn't there one where I go, "Do you want a beer?"

And I threw a beer across the pool at her.

Yes. Yeah. I mean, there were lots of takes of that.

Yeah, the scene goes on a lot longer.

And, if you want, if you have nothing going on next summer...

...you wanna come back here to work...

...there's a manager position waiting for you.

- Wait, what? You're quitting? - Yes.

You just learned how to swim. You worked so hard.

Yeah, I know, but I think....

I think getting with Amber made me realize that I could do better, you know?

Jeez. Poor bastard.

This cheese and cheddar, that was improvised.

Jennifer Todd liked that.

I remember when I did that, Jennifer Todd, one of our producers...

...one of the producers on the movie was....

Like the-- What do you call it?

The video village was in my eyeline a little bit and I could see her.

- She put her hands over her mouth. - The caviar and the cheddar.

That's what I'm seeing when I'm saying that line.

Jennifer Todd, like, putting her hands over her mouth.

That was really fun.

It was, like, one full month in 2011.

Not even a full month. Twenty-four days, this movie was shot.

I know. Not even a full month.

Not even a full month, this movie was shot.

This right here....

Ladies. Oh, Marce, you're still homesick?

That's my voice.

That's my cameo. And there's Conor in the background.

Yeah. Yup.

- Now, this is where? - This is at CBS.

This is where the production offices were.

- We had to make it into a dorm room. - So one day you shot this...?

And then that night-- The scene at Beaver Creek.

- But then there was another scene. - There was something else tacked on.

Didn't you have three company moves this day?

Yeah, there's one other scene here.

You know what? It was the driving scene.

So you did this, a driving scene and then the Beaver Creek.

It was your second-to-last day.

- It was like-- - It was crazy.

It was an insane, like, 20-hour day or something.

I did it. I had sex.

- Love that giant "No means no" poster. - Yeah.

- She just up and took it. - She just up and took it.

This was also too so late in the production we had no money left...

...and it was just-- It was--

I mean, clearly it's just posters on the wall.

We could have, like--

An office hallway and we just put a lot of crap on the walls.

I guess that's what a dorm hall looks like anyway. There's a poster there.

That's The Screaming Sisters, Andy Samberg's fake band.

- So.... - This we did as a pick-up.

- These amazing posters. - Jeff Goldblum.

There he is. There he is.

And there's Gloria Steinem's book.

Yeah, we shot this-- This was one of the last pick-ups we did.

We needed, like, kind of one more joke at the end...

...and Clark Gregg's line was so funny about the back door...

...that we figured we'd do a callback to it.

Now, who's this playing?

This is a song Raney, my composer, did. Kind of like a genre piece.

There's doors we don't do. The back door's one of them.

We went over this.

Good job, Cameron.

And the MC Hammer. Had to get it in there.

Had to get MC Hammer.

Yes. Well, this was fun.

Yeah.

Congratulations, Maggie, on making your movie.

It is pretty interesting that Maggie wrote this script...

...while I was shooting a movie in Santa Fe.

And she worked on this movie.

And a lot of people say, "I'm gonna write a script"...

...and then, you know, you try to get it made.

But the script got on the Black List...

...which is an annual list in Hollywood of the best unproduced screenplays...

...so it got some attention. Then we did a Black List table-read of it...

...at the Austin Film Festival, with Aubrey and myself.

A staged reading in front of a crowd.

And it got some-- You know, some people noticed it and--

A lot of people blogged about it because it was before Twitter.

Yeah.

And we got a lot of positive press and that was how we attached our cast...

...which was then how we got our financing.

So I basically-- I wrote the script...

...and then I pretended for a year that it was getting made.

And then one day that pretending paid off and it actually happened.

Yeah, and it was amazing that basically the cast...

...there was no real auditions or anything.

- It was just people went-- - No auditions.

Yeah, there was no auditions.

We asked people to be in it and they luckily said yes...

...so definitely the strength of the movie is the cast.

This cast is fantastic and I'm very grateful to them.

It was so much fun to work with them.

- And you, Bill. Bill Hader. - Oh, thanks.

Yes. So Bill and I are bowing now.

Boyz In The Kitchen, catering.

Forgot about that.

- I forgot about Boyz In The Kitchen. - Yeah.

There is one other thing, I think all my high school friends....

I sneak in a little NBU reference, which was our--

My friends and I, our, like, secret club in high school.

The end. This is Maggie Carey signing off.

This is Bill Hader signing off.