PS: My father was a Greek immigrant, came over here, older than my mother, at the turn of the century. He would be a hundred years old today if he hadn't been murdered. He came here and he was in Greece, placed second to CHARLES ATLAS as most perfectly built man in the world. He was an Olympic wrestler. He was always wrestling here, putting on shows, he started a carnival. I was born on the carnival along with my other brothers and sisters. Travelled mostly around the south and Midwest. He was strong man on the carnival. My mother who he met in Kansas was 17, married to a pig farmer. He picked her up when he was 40. Already had a family. Ran away to the carnival with him and had four kids. [INT: What does strong man mean?] Here is what he would do. They had free acts, stand outside the gates to go in. Put chains on his arms, chain it to a bumper of a car. The tires would spin because they had oil on them and he would stand there because he was a strong man. Then they had wrestling shows in the carnival. Anybody from the town here want to fight. They would have guys come up from the farm town. Like cage fighting. [INT: Do you remember that?] I remember it. I'm going to do a movie about this so don't steal my ideas. I did some things in the carnival, I was the girl in the goldfish bowl. They put me in a mermaid outfit. Did some mirror things, curtain up over this bowl. I would stand there and pretend. People would play 25 cents to see a miniature mermaid. I come from show business, a bunch of freaks. They were all misfits. That's how I was raised. [INT: Entrepreneurs?] My father was an entrepreneur. The people who joined joined because they were outcasts. Take off with us. Amazing incidents. I saw a man when I was five years old electrocuted because they were wired up. Five years old, see some guy dead.

INT: How old were you when your father died?
PS: I was seven. He was killed in a racial incident in Troy, Alabama. There was a black guy on the carnival. He was in a skirmish with one of the people from the town. The guy hit him over the head with a cane. My father went to ask the guy to leave. He was intimidating, the strong man. He asked him to leave, pulled out a gun and shot him. Because my father protected a black man in Alabama, this guy didn't go to jail. He was the brother of the mayor. That was my first, okay American justice system. [INT: Do you remember the night?] Very well. [INT: Describe it?] I'm going to do this, I don't know if I want to go into too much detail. [INT: It'd be a good movie.] Thank you. Incredible environment. Incredible time. Makes comments on today's society to tell this story. You understand that southern thing.

INT: Did you stay with the carnival after your father died?
PS: No after my father died, there were good times in the carnival and bad times, just like in life. At the time my father got killed, the carnival was not doing very well. When he got killed it wasn't worth much, my mother was worst business person so if it had been worth something she didn't have the wherewithal to get what it was worth. They let it go for nothing. All at once I lost my father and my world. Then to make things worse I was put in charge of the kids while my mother worked two jobs. Moved to Arkansas where he had a home. Stayed there for a little while. Met a guy in the Army, we moved to California. She met a guy in the Navy and then she got married seven times total after my father died. Including my father and her previous pig farmer, nine times. She beat out LIZ TAYLOR. You wonder why I'm a little bit of a freak. I come from a carnival, my mother was married nine times. Some were drunks and abusive creeps. I had to take care of the kids which is why I know how to handle a set. You learn and you make good with it.

INT: Did you go to school? You must have changed schools so much.
PS: Yeah, on the carnival we went to a different school every week. I remember, "Class, this is Penelope from the carnival and she's only going to be here for one week." A lot of times I would go to a different school and go, "I just learned that last week." A lot of times I would be way over my head. It was an interesting upbringing. Hopefully it will make a good movie.

PS: Oh, I want to tell you the part about my father, sorry to interrupt you. COSTA-GAVRAS and I are closely related. He was always one of my idols. CASSAVETTES, COSTA-GAVRAS, ANTONIONI, FELLINI, BERGMAN, and FREDERICK WISEMAN. Those were my idols when I was in film school. Then my brother, God bless him. He has since deceased, hit by a drunk driver in 1984. Previous to that was introduced to COSTA-GAVRAS. And COSTA-GAVRAS, when he hears the name SPHEERIS he goes, "That's my mother's last name." Then we find out that COSTA's mother and my father are brother and sister. [INT: It's in your DNA.] Isn't that freaky? I'm like "I'm related to the guy who did Z." We both have this social awareness, political kind of way of thinking. I guess maybe it is somewhat genetic. [INT: When was this?] Probably around 1980. [INT: But you had seen his films before.] Oh yeah, I had no idea I was related to my idol. It's like if you love MICK JAGGER and you found out he's your brother or something. It's like, wait a minute! That's just freaky.

INT: Well it comes as no surprise to me that JANIS JOPLIN would have been an icon to you. But tell it to us in your own words.
PS: When I went to school I started at LONG BEACH STATE studying art. In a short amount of time I felt they were pretentious and didn’t want to hang out with them. I did a flip flop. About the same time SPIELBERG was at LONG BEACH. I went away and went to natural sciences. Studied biology and chemistry and physics. Behavioral testing, wouldn't be done today. I learned a lot. Thing I was fascinated with was psychobiology. IRVINE had opened a huge department in psychobiology. I said "I'm going there." First year it opened I went there. [INT: All this time your mother is being incredibly supportive for you?] Excuse me. My mother is drunk off her ass, getting beat up by sailors. If my brothers and sisters aren't going to school I go see the principal. I was the Army sergeant. If I didn't take care of the children I got shaken down either by my mom or her whack husbands. Just the way it was. The reason I'm talking about IRVINE, when I was at IRVINE there was BIG BROTHER AND THE HOLDING COMPANY coming to perform. They performed in the gym. There is this woman on stage, can a woman really do that. No shoes, that was JANIS. Life changing experience. Before they were so huge. I thought when I was doing the research, I was like "Did I imagine that?" Then I looked it up and she really did play IRVINE. [INT: What drew you to her?] What drew me to JANIS was that she was so strong, and so capable and willing to break the rules. So unique. Did things that women didn't do back then. I wanted to be that way. I don't think I would be the person I am or the film director I am if it weren't for Janis Joplin. Even though, today when I say to some people I'm doing a movie, I get reactions like why, she was such a drug addict loose woman. Why glorify that. That was the image that came across from the uptight press, but she had a lot of principle and integrity. Yeah she was loose, that was the time, yeah she did a lot of drugs because guess what, we didn't even know they were bad for you. Sort of like smoking. Anyway. JANIS changed my life. That's why I'm possessed to do this film about her. I also feel like she's up there pulling strings. She's not going to let it happen 'til its time, it's been so long.

INT: Is there anything else you want to say about your early life?
PS: No it's fine, we got the picture. [INT: Amazing story, I'm so serious. Please if you don’t want to direct it let me have a shot.]

INT: So now you are a director. You got through this, got through college?
PS: Who would have thunk. After the carnival we lived in trailers. From seven to eight we lived in trailers up until my mid-teens. White trash trailer park kids. That’s what we were. We finally got a house when I was in high school. Tiny track home in Orange County. It's the place where the oldest thing is a 7-11. It was a pretty gruesome upbringing.

INT: Given all that, what is your view of the job of a director?
PS: There's a transition for ya. The job of director, I would say, has to do with making work that changes the world. That’s the way I look at it. I think when I am dead and gone people aren't going to say "Wow she did WAYNE'S WORLD," they're gonna say, "She did THE DECLINE OF WESTERN CIVILIZATION." Those are the reasons to make movies. They change peoples' lives. I can't tell you the number of times people say "THE DECLINE OF WESTERN CIVILIZATION has changed my life." That is very gratifying. So the role of the director, I think, is to change lives. [INT: I think WAYNE'S WORLD has changed lives. I think it kind of opens a hole in your head, makes you laugh.] Good. Before I came down here I was kind of thinking "I don't want to do all this." Now that I'm listening to it, it sounds okay. [INT: It's impressive.]

INT: You answered this already in the last two hours, but maybe you can condense it. But has the perception of the director changed for you throughout the career?
PS: When I was in school, as a woman, you never said you wanted to be the director. I went from IRVINE to UCLA. They had a film school that you could learn to make movies. I never thought when I was in film school that I would be a director. You didn't think it. I thought I would maybe be an editor or supervisor, maybe write scripts, something like that. [INT: If you didn't think you would be a director, why did you go to film school?] Just to learn about making movies. Once I was in film school I was able to make movies and once I did I was hooked, you know? The moment I put music to the visual I was really hooked. There was something I was going to tell you. I forgot. All that cholesterol from breakfast.

INT: Then you became a director, that was in the beginning, how has it changed, has the DGA played a role?
PS: I know what I was going to tell you. I didn’t consider myself as a person going to school to become a director. There was a moment I was at a bank filling out an application to open a bank account for money I didn't have. It said "Occupation," and I said "Do I dare write this?" I wrote film director, right here on Sunset. The first time I ever considered myself a film director, I was out of school, but a woman wasn't a director. The role of director, how has it changed? I didn't think I was going to be a director in school. My perception was, in school anyways, was somebody who was unapproachable and just some sort of visionary that was in a world of his own. That was my perception of a director in school. I appreciate the work, didn't think I was going to be doing it.

INT: When did you see your first COSTA-GAVRAS movie?
PS: Probably Z that I remember. Late 60s probably. [INT: After you had gone to film school?] It was FREDERICK WISEMAN who changed my life. When I saw his movies like TITICUT FOLLIES, BOOTCAMP HIGH SCHOOL, those types of movies. To me he was a genius because he could make documentaries that were about controversial subjects like mental illness or the army, still controversial, but he would make those people who were against the subject matter and the people who were for it love the movie. To me this was like yeah. If you can make a movie that presents the subject in such a way that opposite sides love it, that is success I think.

INT: When you first became aware of WISEMAN and GAVRAS, was this before film school?
PS: No, this was during film school. I was in film school up until around 1970. I stayed in school way longer than I was supposed to because I could make movies there. I knew when I left I'd be screwed because I couldn't make movies. I was hooked, like a drug. I worked in the tech office. I could get the equipment, I could make these little movies. I ran into RICHARD PRYOR when I was there, and he said he wanted to make a movie. Me and my boyfriend at the time, who is the father of my daughter, helped RICHARD PRYOR shoot a movie. That was 1960. Actually RICHARD PRYOR told me I was pregnant because I fainted on set. This happened. The movie was UNCLE TOM'S FAIRY TALES and we changed it later to BON APPETIT. We were shooting, just did a slate, my boyfriend BOBBY was shooting. I passed out. I looked up and PRYOR was standing there with a big hat on and he was saying "This bitch is pregnant." I said "Shut up I'm not." But I was. That's freaky. I brought my daughter to the editing room in PRYOR's house when she was nine days old. I'm going back and forth on the movie cutting it now. She is on a basket over there. The dialogue is "You motherfucking, pig faced asshole." I wonder if this is bad for a nine day old baby you know? She didn't remember it, so there you go.

INT: A lot of this stuff we talked about, but we should hit it more specifically, what do you look for in a script? What are the elements of a good story and is there a particular quality that defines a Penelope Spheeris film?
PS: You know lately, it would be good if I just did another movie, take my mind off a lot of crap. But somebody sent me a script the other day. I read it, it's like if you are not into the subject matter you can't do it. Can't just do it. I've learned that now. You can't do it for the money. You have to love what the area is. It takes a lot of time to do it, a lot of your soul. If you are a good director, you bleed for these things. You can't do it if you don't mean it. What do I look for. [INT: I'm your agent, what are you looking for?] I would like to do movies that are socially conscious so we are not making more violence in the world and that are saying something. That's not fluff. Going to make a difference you know. I'm going back to that. You get to a certain age where you don't have a lot of time to keep dicking around. You got to choose the right things. For me, it's got to be the right thing. I've got scripts I've written that I need to get going. I'd like to do the JOPLIN movie, but I don't know what's going on there. You just have to wait. [INT: Do you think you can entertain people and still change the world or do you think those things are…?] Oh yeah. When I say change the world I think what I'm trying to say is make the world a little better, even if it's an hour and half of making people feel good, at least try and not make it worse with violence.

INT: We've talked about this next question, how do you supervise rewrites, can you talk about your process for changes or supervising a rewrite?
PS: Okay, well you know, every movie is different. Some scripts come to you and they are 90 percent there and that makes you want to do one. Some scripts come to you and you say "If they let me I can mold this thing into being its most effective piece." You have to sort out whether or not the studio will let you do that. [INT: When you were given WAYNE'S WORLD, how close does the script relate to the final version?] I would say it was 75 percent there. Between BONNIE and TERRY, I had to shoot WAYNE'S WORLD three times. I had to shoot it my way, Wayne's way and Garth's way. They never agreed so I said "You guys, I'll shoot it how you want it and the way I want it." I knew in the editing room I could get it the way I want it. [INT: So was there a lot of improv on the set?] A lot, especially when we got really tired. All that stuff on the car when they are looking at the airplane, most of that was improv. With Bugs Bunny or something. [INT: Do you encourage improv? Do you use it a lot?] Some actors are good at improv and some are not. They think they are, that's when you have to stop it. I encourage improv if an actor is good at it. It's all about chemistry, so if two actors can go at it and it's all good. If not, it's a waste of time. [INT: I'm staying with WAYNE'S WORLD, it's a good measuring stick, how did the writers feel about improv? Were they concerned?] When you talk about writers on WAYNE'S WORLD they are coming off TV where the writer in those live shows serves as director almost. I was always standing there directing and of a sudden BONNIE and TERRY would come up and give direction. They didn't know they weren't supposed to do it. I didn't like it because sometimes there are good suggestions, but if it conflicts with what I already told the actor then it is improper. I made a rule that if they had something to say to the actor that I needed to sit down with them and the script supervisor and work through it right there. They don't have continuity in their heads. They are from SNL. They don't know you can't just take your t-shirt off and change to a deep purple shirt. They don't think that way. I got a rule going where I had to be the voice of whatever changes. [INT: Damn good rule.]

INT: So WAYNE'S WORLD is typical of a certain kind of movie, and then a movie like LITTLE RASCALS or BEVERLY HILLBILLIES, I'm sure you had a script more written in stone?
PS: The thing about LITTLE RASCALS that is interesting is I knew they wanted to develop a script at UNIVERSAL, I said I wanted to write it. They said they wanted STEVEN SPIELBERG to produce it. He said he didn't want to do it. I said "Fine, I'm still writing it." So I wrote the script along with some other writers and had two different sets. Then some polish-up guys. Once we got the script done, STEVEN wanted his name on it. The studio went back to him. They have a deal with AMBLIN where whatever we do here we have to put it by STEVEN and see if he wants to put his name on it. Choice deal. He wanted to put his name on it. As a producer. More people will see it. It's not my call. He became the producer, he was sweet and helpful. Supportive. One time he said, this is going to be one of the most gratifying experiences of your life. I said "Why?" He said "Because you are dealing with these children." I'm like "You are are messing with me." I was nervous, but he was right. So cool. You can't be uptight. Look at these beautiful human beings. Just stepped out of heaven, still in heaven. You're not going to run around and yell in front of these kids. I made a rule. Whoever was working, first day we had to have a hug. I was hugging kids. We had the clubhouse scenes with a hundred kids, I had to hug a hundred kids. It was a fantastic experience, it really was.

INT: Answering these questions, we talked about how shooting scripts evolve a little bit. What about the story, budgetary casting issues involved in changing the script?
PS: I think as a director I have had to become a producer as well. I've got the mind that knows how to piece things together. In school I worked as a waitress, but I also worked making clothes. I would make shirts and shoes even and pants without a pattern. My brain works that way. I know how to put it together. When I made movies, it's almost like ROBERT BRINKLIN said it's uncanny how you block these things, but I know how to control the budget and the schedule and block it in so it will work. You can't just walk in as a director and throw your ascot this way and hope it all works. You are going to shoot yourself in the foot. You have to be in control and watch the whole damn thing or it isn't going to work. I think people don't understand that today.

INT: What happens for you when the big JANIS JOPLIN concert that is at the center of the movie and of a sudden the producer says "We can't afford more than 50 extras." How do you react to that?
PS: If a producer or studio comes in and says you can't afford something, I have never had a problem actually. I'm not the kind of director that asks for things like that. I make sure going in that the script and the budget and the schedule work with each other. To say I'm not getting enough extras here, that would never happen to me. I would expect it in the first place. I would know going in that I was going to either get those extras or buy that footage that could be combined with what I was shooting. I wouldn't be in a position where I would have to demand more.

INT: Would you change the script or write the scene out? If you were told the movie was greenlit but now instead of a biracial it's going to be not biracial?
PS: If it doesn't work for the story you have to stand up and say you can take your 2.5 million dollars and shove it up your ass. You have to be able to walk away at all times. Like I said, I have walked off the set a few times. I see what you are getting at. I did this movie on ENRON. Made-for-TV-movie. The line producer guy was really wanting to learn about this digital compositing. This was a few years ago, blocked out three quarters of the day for this one shot that would make the ENRON selling floor bigger than it could be. Has these cameras set up, and I was like you're blowing it here. I got to get the rest of the story shot and you got 3/4 of the day for one shot, this is not working for me, I'm out of here. And I left. I left the set. I came back later, they blew the schedule. Walking away is a good technique. If you are in the DGA they are not supposed to shoot without you. I don't know if everybody knows that, but technically you can call them on it. I had a DP walk out on me one time because I went off on him. I told him I needed gel on the windows of a fifteen-story building and he didn't bring the gel. All the windows were blown out, I could have shot that on the stage you know. Why am I up on the fifteenth floor here? He got huffy and left. I called up the cameraman's union, said "He walked off what do I do?" They said "Use the gaffer to be in control." That's who you go to. I thought it might be the operator but the gaffer is next in charge if your DP walks off. [INT: Did he find gel for you?] No and the scene looked shitty but he came back with his tail between his legs and apologized. I think making a point by walking away is a good thing. On the KID AND I, I had asked from the beginning to have two guys who could hold handheld. And we were shooting PANAVISION HD. Pretty hefty cameras. Get down to the production meeting, the moment before I am driving with all the crew and everybody the line producer says to me "The DP says he won't hand hold." I said "That's one reason we hired him because he was going to hand hold. I need somebody who will do it." He said "You can't have it." I walked away. Got in my car and drove home. All of the crew is sitting around the tables at the sound stage, waiting for me to come back. How are they having a production meeting without the director there? I told the guy "I will come back when you tell me I can have that handheld guy". Will you tell me that, "No, I'm not coming back." He gave it to me and I went back. An hour and a half they sat there. [INT: I'm surprised somebody didn't volunteer to hold it.] They went through a lot of bagels, baby.