PS: Having an unusual background, upbringing, I think has been difficult to integrate into mainstream filmmaking, but the flipside is that it also gave me a unique perspective. Growing up after the carnival, I always felt like an outsider, kind of a freak because that's the people I was raised with. When the 60's came along it was okay to be a freak. Even now I think people go out of their way to be odd. I like to fade into the woodwork at this point. I did it all back then. But it does affect the work. You can give one script to ten directors, get ten different movies, but mine would be weird. Maybe that's why WAYNE'S WORLD worked; because it had that quirkiness to it. But I wasn't trying to be quirky, that's the way my upbringing made me. Today I'm fascinated with trying to be normal, seeing if that's work. [INT: I don't think it will work, I think you're an original, no way you can change that.] We are all unique, I've just had an unusual background. When you are navigating in Hollywood you can't sit there and say to JOHN GOLDWYN, who was raised in traditional Hollywood and went to prep school, you can't go "I had a different background than you." I had a lot of different experiences. He had his own I'm sure. It does make the work different. Even though it was difficult, the good news is it made my work unique and different. [INT: Do you think it scares people?] I think it scares the hell out people, scares them to death. People have 10 or 15 million they want to make sure they don't lose. Or 20. I don't do movies for more than that. I don't like spending a lot on movies I think it's obscene. People are starving in the world.

INT: Let's talk about shooting. I get this sense of enthusiasm from you. How do you prepare the night before the first day of shooting?
PS: The night before the first day of shooting, I can hardly sleep. I'm at my best when I'm half asleep. My brain works good when it's relaxed. I can think of brilliant things. Right when I wake up in the morning, that's when I think of the things that make the difference in the movie. I have a notepad on the floor and a little flashlight. It would drive my boyfriend crazy, I would just wake up all night taking notes. Before shooting I am doing that. I do it every night anyway but really night before a shoot. I always go to the set with a shot list. What usually happens is I tell them I am going to do it and then do it. Then they say, "Wow she really did it." Then you get into a rhythm with the crew where they know you, you know them, bring in the shot list and throw it out and do the work. But you know it by then.

INT: What is your process?
PS: The process is what we all do. I get to the set and first thing I do is make sure all my actors are there. Then I clock them, who's late, keep track. They can really screw you up if they are late. And I'm the cop in the family, remember that. I make sure the actors are all there, doing what they are supposed to be doing. I trip around while eating a burrito and look at wardrobe. Poke my head in the makeup trailer and say good morning everybody, how much longer. I've been kicked out of make-up trailers before by MOLLY SHANNON. Oh she was a bitch. What else. Once everybody is doing whatever, we sit down and bring the actors in and talk about how the scene plays out. I work out the blocking, once I get the blocking figured out we send them back, the crew goes ahead and lights the set. Everybody gets set up. I like to start shooting, if it's a six A.M. call time I like to shoot by seven.

INT: Can you talk about how you work with actors besides making sure they are there?
PS: Every actor, they are all different. The job of the director is to figure out where that actor is coming from, not just as a character but as a human being. They have different needs and different wants. Some of them want you to be there for them and tell them how to do every little breath. Some don't want to talk to you. You need to sort that out up front. The ones that want you there, if you're not there they get insecure. And the ones that don't want you there BRIAN DENNEHY and RIP TORN, if you are there they won't listen to you and they get pissed at you. You have to sort out what each particular actor wants. SHANNON ELIZABETH for example actually is a very intelligent person with an incredibly logical, detailed mind. I worked with her twice now. She can catch logic problems like you wouldn't believe. Always listen to her if she says somebody wouldn't be saying that. You have to know where they are coming from. Then you have to get into working a character. I always build in rehearsal time into my contracts. I get it, but you don't have the time.

INT: How do you work with them in rehearsal?
PS: What I like to do is plan it out. Let's say you have a week. Four sets of people that need to work together. I bring in two leads for first day, two supporting, then all four. Pick certain scenes that are key to understanding what the movie is about and I know we have to have those scenes really down in order to have the movie work. I pick the hard scenes, the emotional scenes. Then we get in there and work around.

INT: What do you do if you are not getting what you want? How do you deal with actors?
PS: If you are not getting it in rehearsal or on set, it's difficult. Different ways to deal with it. Actors have all been trained in different ways. Some of them tap into the method and you got to go there. Some of them are just memorizers. What I try to do is tell them what it is that's missing, or tell them what needs to be added. Or ask them to think of a time that this reminds them of. Early on I felt intimidated by actors. I started taking acting classes so I could understand where they are coming from. They are usually incredibly needy people. Vulnerable and emotional. Some of them have no identity except for whatever character they are playing. They don't know themselves. I have great empathy and appreciation for actors. I couldn't do what they do. You have to bare your soul and it's scary. This camera here is scaring the hell out of me.

INT: What do you do if an actor resists your direction?
PS: The only actor who ever brought me to tears is RIP TORN and he is a crotchety old bastard. Great actor, done some great movies, but me and him butted heads like you would not believe. That was on SENSELESS. I had to - he wouldn't do what I asked him to do. I ask him, "Could you say the line then open the door then do the rest of your line?" "Why the hell would I want to do that?" I said, "I need it that way because we already shot the rest of the scene." He said, "I'm not doing it." I called our agent and said, "Could you tell this guy to take direction?" [INT: Did he watch you call the agent?] No, I left the set and went to my trailer and called FRED GERSH and got on the phone with BOB GERSH his brother, who was RIP's agent. Then BOB called RIP, who griped about the director ratting on him. He says, "If you say anything about me, which I'm doing now, I will sue your ass." Somebody said something bad about me and I sued his ass and I won. He prevented me from working. He would probably sue me now. He's tough. BRIAN DENNEHY is tough too. They are good, really are good. MIKE is tough. [INT: Do you think he would have behaved that way with a man?] No I think it has a lot to do with being a woman. He would not have behaved that way with a man. I think BRIAN who was an ex-football player would not have behaved that way. As far as MIKE MEYERS goes, when they are that good you forgive them for anything. But when an actor goes against you and doesn't come up with the goods, why should you put up with it? I was mad at MIKE after WAYNE'S WORLD, but I forgave him after AUSTIN POWERS. He is just a genius. You have to go "Okay fine, do want you want." If they got the goods you forgive them.

INT: What about working with female actors, ever have a problem?
PS: Oh yeah, MOLLY SHANNON. I did this episode for MIKE WHITE on CRACKING UP, called "Prom Night." MOLLY, I didn’t know. I got thrown on this set. 12 episodes, I did number 11 right when everybody is about to blow up. As a director I walk into this series where people are at each other's throat. I didn't know. I walk in, whoa. She wouldn't come out of her trailer and she just didn't want to. As a director you have an obligation to meet your schedule. And if an actor won't come onto the set you can't shoot. I open the door and went in and said "MOLLY, do you think you would be ready to come to the set soon?" I said it in a nice way. She started screaming, "Get her out of here!" That was a bummer. I have not had a lot of trouble with women. CLORIS LEACHMAN was a handful, but again who cares if she raises her skirt and pees on the set, it's fine, she's got the goods. She knows how to do the parts. So there you go.

INT: This question here is strange, how do you prepare for visual imagery? With storyboards?
PS: I don’t do a lot of the big time computer graphic movies, it's not my thing. I'm not even interested in it. But for me, when I do a show I sit down with the DP and say "What's this thing going to look like?" I got this idea that every movie has a color to it. It's a blue or orange or brown movie. We pick the color or two, and it helps pull it together. If you watch a movie you think about that. Then we talk about the movement of the camera. I like to keep things fluid, I don't like to keep things locked off. I don't like steadicam, I think it's too mechanical and time consuming, I love handholding. I look at old movies that look like the movie I want to make. I can't wait to make a movie that looks like the JACK BLACK movie about the Mexican, NACHO LIBRE. That movie is just an ice cream cone. I want to make a movie that looks like that. I only want storyboards if there is tricky vehicle coordination. Then we get little cars and map it out, do it that way, have the script supervisor sitting there, and the AD is involved. I love to shoot second unit concurrent with first unit. I got the second unit guy on the other side, they are shooting and recording video. All the line producers say you can't have two video assists, but this is one time I do demand it. They take the tape and bring it back to me. While I'm shooting the main portion, I look at second unit and that looks really well. You ever do that? [INT: A version, I don't think second unit is something you can hand off. It's a big part of the movie. ]

INT: So discuss rewards and or challenges of specific pictures, we haven't talked a lot about BEVERLY HILLBILLIES, was there a challenge or reward?
PS: When I did LITTLE RASCALS it was all about how to film kids. We used to have the ADs hold their feet down so they wouldn't walk off the set. They would be out in the field by the clubhouse and they would say let's go over there Alfalfa, and they would go. We had to hold them down. The other cool thing that I learned was they loved to look at themselves. They keep looking at the camera because they can see themselves. That's why at the end of LITTLE RASCALS, BRITTANY I said "Stop looking at the camera." What I did was I got a mirror, like a shaving mirror and put it where you want them to look. That's how you handle kids. Then on THE BEVERLY HILLBILLIES I had to shoot all kinds of animals. Otters, orangutans, a deer attacked Ellie May. We had a bear. I learned about dealing with animals. It takes extra times, you have to hire an animal handler. Most handlers are freaks, you got to deal with these people, they are like the animals themselves. They don't know how to communicate verbally, they don't listen, they are like animals. Every movie I learned so many different kinds of things. I don't mean it. I didn't want to roll a car on Hollywood Boulevard, but I did it on HOLLYWOOD VICE SQUAD.

INT: What about physical stunts, can you talk about physical stunts on the set?
PS: Physical stunts, I always liked to see a demonstration a day or two before. CHRIS FARLEY always wanted to do his own stunts. I said "You can't do that you are going to hurt yourself." He was very agile. I always try to let the doubles do it. I want to see it the day before, in case there are problems or they need something I don't have. I don't want to see it five minutes before I shoot it. Any director's greatest fear is having somebody hurt. I am extremely careful. I will not get the shot if it involves danger. I've called things off before, I said "This is not safe." [INT: I'm seeing this picture of you standing upright in your father's hands, you were doing stunts then.] I sound like I'm too safety oriented to have the background, but I saw someone get killed in a carnival, my father was murdered, my brother was killed by a drunk driver, my daughter's father died of a drug overdose. So many friends along the way. I realize firsthand the vulnerability of life. [INT: A set in and of itself is a dangerous place.] It is a dangerous place. I walked past a grip truck and smelled pot and fired people. I tell them "Any alcohol or drugs you are fired." I tell them up front. That's what happened with LANDIS is when the helicopter came down they found beer cans in the damn helicopter. The director has to be aware enough and in control enough to prevent problems on the set. One way to prevent it is to make rules. The cool thing is so you are not the jerk you have somebody else tell them. Otherwise they are going to hate you. Make the AD tell them. [INT: What about stunts with kids?] That’s tricky. We had Doc, Buckwheat here, on pulleys that we had to matte out while they were fishing. It was scary because they were really on the water. What I did was I had stuntmen right around them out of frame. They were there if anything happened. You just have to think to prevent problems. If you don't think, you are asking for it.

INT: How do you deal with scheduling pressures? Pressure?
PS: I'm good actually. I have a high tolerance level I guess. [INT: Do you enjoy it?] Yeah, somebody gave me a pen back in the punk rock days that said "high on stress." They said "The minute I saw it I knew it was for you." The scheduling pressures are tough. I make a rule. I don't have meetings at lunch time. I know it sounds snobby but I have to do it. I don't go down and sit down and have lunch with everybody. I don't do that. As soon as we break for lunch I go straight for my trailer and lay down and I think; I work through what I'm going to do next. My assistant brings my food, I eat, if there is time I think about what to do next. Anybody asks for a meeting during lunch they are shit out of luck. I put my act together. That's how I deal with scheduling. I rest during lunch time. At the end of the day, transportation departments say "I love working with her." We are looking at tail lights before the sun goes down. I know how to put it together so the schedule works. [INT: Breaking a set is like breaking a carnival.] First time I was on the set I looked down and saw cables, wires, trucks, people running around, I look and think I'm back on the carnival. Then when we four walled the theater on Fairfax for the DECLINE, I look at the money and tickets and think I'm in the carnival. I used to sit in the ticket box with my mother while she gave out tickets.

INT: We've talked about this, your relationship to producers and production companies, have you had the problem with a producer giving notes to cast or crew?
PS: Let's talk about that from a DGA point of view. When I joined the DGA in 1991 or whenever I did WAYNE'S WORLD I was not aware of my creative rights. I thought being in it was I paid my dues and have some status. That was it, that's all I knew. It's a lot more than that, thank God. I didn't know back then that HOWARD KOCH, JR. was out of line when he called GOLDWYN and told him he didn't think the wig for Wayne was correct. HOWIE, here is the director, talk to me. GOLDWYN freaks out. "What's with this wig?" It was working. I did not know that I didn't have to just take the notes from the studio. I didn't know I had any kind of negotiating power there. I didn't know the studio was wrong if they took an actor aside and told him to do such and such. The creative decision issues dealt with every day need to go through the director. Thank God for those people doing the creative rights handbook, now I know. Even today I don't think people read that book. I talk to kids all the time, they call me up, they are GUILD members and they say some guy is trying to take my directing credit, and I say "Call up the GUILD and work it out."

INT: What about agents? What is your relationship?
PS: I remember the first time I walked into an agent's office, it was JEFF BERG at ICM on Beverly. I showed him a poster of THE DECLINE and he looked at me like I was a flaming piece of crap and get out of his office. It broke my heart. Ultimately I ended up with JOHN BURNHAM at ICM. I was with him for 12 years. He was the one who said "Where else are you going to make 50,000?" [INT: Why did you leave him?] I left JOHN BURNHAM, he knows why, it was funny. He wasn't giving me attention or jobs. This woman ARLYNE ROTHBERG said "You should really go over to GERSH." She said "It's a boutique operation but they will be good." JOHN never even noticed I left until my first job which was WAYNE'S WORLD. Then he went batshit on me, freaked out, I said "JOHN, that was a year ago." "I was with you for 12 years now you are somewhere else." I work for 12 years and that jerk gets all the money. I said "I'm really sorry, you weren't calling me back." Then I was with GERSH for 12 years. I wasn't working at that time which was three years ago. I said, "JOHN BURNHAM called me every month for 12 years, have you gotten rid of that jerk yet?" I could play you some phone messages from JOHN. I'm a filmmaker. I save that kind of stuff. After him calling me, I went back to JOHN. Pissed off DAVID big time. DAVID GERSH, ask me who my mentors were, CORMAN, DRAGIN and GERSH. He guided me, this lost soul in Hollywood, guided me through the magic kingdom, made all the money. I should never have left him. I told him at the SPIRIT AWARDS. I saw his brother, I said "BOB, I haven't seen DAVID in a couple of years and could you please tell him leaving him was the biggest mistake of my life?" I went back to GERSH, now I'm there. He's a good man.

INT: Let's talk about marketing?
PS: There is an interesting subject. [INT: What about test screenings? Those are fun?] Me and the guy BARRY SLOAN at national research group energy, we are good friends. He has been testing my movies for years, oh it's another Penelope movie. I liked the test screenings. I like to learn what these people have to say. I was at a screening one time in Rotterdam with NICK ROGE. His wife's movie, something about gold. I'm in the lobby, he is out there. I went to the bathroom, I say "NICK, why aren't you in there watching the movie?" I said "Don't you learn a lot from the audience?" He said "I don't care what they think." I wish I could feel that way. I care, I tape the audience's reaction during the screenings. I tape it myself. I put a video camera down in front and a video camera in back. I know what the reaction is for every line in the movie. If there is no laugh where I want there to be a laugh, I fix it before we release it. There is a good trick for you. [INT: That's two good tricks I've learned.] Four hours, two tricks. [INT: It's rare you get one.]

PS: Marketing, here is the thing. I don’t think a lot of DGA members know you have a right to be consulted for marketing. I believe that’s in the creative rights handbook, I know I put it in my contracts. I have a lot of input, but you know what Mary, it's not my forte. I learned over the years there are a few things that are for sure what I do good, and a few things that I don't do good. One is marketing, two is advertising, three is title sequences. Not title sequences but font and design. You have to know as a director what you are good at and what you are not good at. Nobody is good at everything, okay maybe OLIVER STONE. But you are not good at everything, let somebody else do the titles or marketing. If I see blatantly that they are going to the wrong demographic I will speak up. [INT: Has that happened?] Yeah, well the last movie, TOM ARNOLD who wrote the script wanted it to be designed for late 20's early 30's a family movie story. I wanted more of a family movie. It was hard to market because it was unclear. It needed to be, I think it would have worked better had it been a family movie. Take out the drug references and drinking problems, the suicide attempt. Could have been a fine family movie. The people in the test screening said that. [INT: Sometimes they try to market it, I've had this happen, market it in a false way?] If they don't believe in the picture I think they make things up that aren't correct for it. The other thing that screwed me up over the years is that for example, on BLACK SHEEP and SENSELESS, they would open it on the same night, let's see if we can beat out ADAM SANDLER, THE WEDDING SINGER. Excuse me, you are not going to beat out ADAM SANDLER. MARLON WAYANS is not going to be out ADAM SANDLER. CHRIS FARLEY is not going to do it. Those two got opened on the same day as a SANDLER movie. [INT: Did you try to change that?] Those are things, can you change the time the sun goes down? Those people are on a track, and if you look at those charts they plan so far in advanced, they are all filled up already. [INT: I wonder if you have ever banged your head against a wall.] They released WAYNE'S WORLD on Friday the 13th, good luck.