INT: So how involved in WAYNE'S WORLD was LORNE MICHAELS. He was a producer?
PS: You see LORNE MICHAELS is all about figuring out where you are having dinner. No he is a cool guy. He wasn’t all that involved. We were shooting during summer. He is trying to get the guys together for next years show. He was around. Came to the set three or four times while we were shooting. I'm sure script changes got passed by him. [INT: Who wrote the script?] BONNIE and TERRY TURNER wrote the script with MIKE MYERS. People always asked me who thought of "Bohemian Rhapsody." If I were a jerk I would take credit for it but I'm not, it was MIKE. It's a brilliant choice. When I first heard it I thought "What?" The head banging scene in the car, we shot it down in Covina, all-nighter of course. I kept telling the guys to bang their heads because it's funny. MIKE after two takes, I had two or three cameras going but after a few takes MIKE is saying "My neck hurts, I don't think I can go on, I'm getting nauseous." And he said, "Besides it's not funny." I said "It is, please do it." By that time I was enjoying torturing him too. He kept asking for Advil, telling me he had to throw up.

INT: If I even think about that movie I get uncontrollable giggles.
PS: Thanks, Mary. WAYNE'S WORLD is one of those magical moments in life. All the right chemistry comes together. You can't pre-describe it. You can't say this person and that person it will work out, millions of people will have a great time for an hour and half. It's some kind of magical from above thing. All at the right time. [INT: It was so funny when you made it and I saw it a couple of times, now 15 or 20 years later I'm watching it with my son who thinks it's hysterical it's like a touchstone for them.] Coming from where you are from, if I hadn't made WAYNE'S WORLD I would have gone on to make all kinds of heavy BERGMAN-like depressing, soul searching movies. But I did WAYNE'S WORLD. I do know the dark side, but you have to know the dark side to do comedy. All the comedians, one of the first people I ever worked with is RICHARD PRYOR. I spent a year and a half in RICHARD PRYOR's house with him. ALBERT BROOKS, you think he doesn't know the dark side? I know the dark side. I sound like I'm in STAR WARS now. You need to know that side if you can ever be funny. The funny, funny guys, or women, they are funny because they try to get away from being depressed. I think it's been that way for years, even with LAUREL AND HARDY and all those people. Probably CHARLIE CHAPLIN.

INT: Okay so, WAYNE'S WORLD opened up the universe for you?
PS: It did, we had no way to know it would go through the proverbial roof. Unfortunately MIKE MYERS' father passed away while we were making the cut. Another story about the cut, MALCOLM CAMPBELL who was the editor was breaking up with his wife at the time we were supposed to be cutting. I would walk into the editing room, he would be there with his head down crying. I was like "MALCOLM we really need to get the movie cut." I asked the studio if I could have another temp, I brought in the guy who helped me cut THE DECLINE, PART TWO, EARL GHAFFARI. MALCOLM got credit, me and him cut the movie. I'll be dead by the time anybody sees this. I hope he doesn't see this. We got a cut. Screened it. Scores were out there. The studios were thinking this might work. When we had our opening night, the village in Westwood. All the execs were there, I had never met them before. They are standing around right after the screening, everybody loved the movie. I am there, all these men are gathered around a circle, I noticed they were closing in, I was outside the circle looking at these guys congratulating themselves. I thought "That's not cool." That was a bad moment.

PS: I didn't tell you about the part - MIKE, before we got the film into theaters, after his dad passed away he went back to Canada. He came back and saw a cut of the movie and thought there should be a lot of changes. He gave me eleven single space changes to the cut. I didn't know my rights at that point. A lot of times directors don't know what their creative rights are with the GUILD. That was my first GUILD picture. So I said "MIKE, I don't want to do it." He said "I have to do it." I went to LORNE and said "What do I do?" I said "I don't want to cut it anymore because it's working." He goes, "We don't want to cut it. Talk to the studio, they want to leave it." Let's tell Mike. LORNE says "You have to tell Mike. And if you tell him, you probably won't do WAYNE'S WORLD 2. So your call." It was like, put all this love and energy and passion. I'm not 100 percent responsible for WAYNE'S WORLD, there are a lot of people who should have credit. But I did a lot of work. [INT: The wrong director would have killed that movie.] Thank you. I either had to do all these notes I didn't agree with and do WAYNE'S WORLD 2 or stick with the cut. I put my foot down, told them I could not do part 2 which they had already planned. [INT: It's the right decision.] Yeah, I didn't think it was right with part 2 anyway, they were trying to do it too soon. If they had any brains, they would wait 2 years. They were doing it right now, they were greedy. [INT: I have to pee... cut.]

INT: WAYNE'S WORLD was a huge success, based on the fact you didn’t get to do WAYNE'S WORLD 2. Let's move on. What did you do instead?
PS: The success of WAYNE'S WORLD was somewhat disconcerting to me. I had been so dirt poor my whole life. I had gotten a lot of critical recognition from my other movies. Especially the first few. That I liked and was comfortable with. Having become a millionaire overnight was scary to be honest with you. I borrowed $4,000 from my sister right before WAYNE'S WORLD because I was broke. All of a sudden I'm the hottest director in town for comedies. I'm getting scripts like you wouldn't believe. Every goofy comedy you could imagine. It was overwhelming. I didn't want to make the wrong move. What I did was I did some goofy little TV show called DANGER THEATRE with DIEDRICH BADER. The searcher. Guy on a motorcycle like the Road Warrior. I did that. Tried to dust off my old scripts. I did a bunch of scripts before WAYNE'S WORLD that I wanted to get going. One was called The Advertisers, the other was called Dead in Bed. There was a second SUBURBIA. I couldn't get them going. I remember going into JOHN GOLDWYN at PARAMOUNT after WAYNE'S WORLD thinking I could do any movie I wanted to do. He had this movie they ultimately cast STEVE MARTIN in called LEAP OF FAITH. I really wanted to do it, it was about a travelling evangelist. I was born in a carnival, I knew how to do the character, blah blah blah. I was walking in thinking I was going to get the job. I didn't get it. Did you forget how much money I made for you guys, you don't have any thanks for me? No they didn't, which was heartbreaking. [INT: Why didn't they give you the job?] Why? I don't know. You never know what kind of politics goes on. You just don't know. [INT: A similar thing happened to me at PARAMOUNT after PET SEMETARY, but who got the job?] I don't know. [INT: That's awfully big of you not to hate that person] I don't hate him.

PS: Anyway, I didn't get to do LEAP OF FAITH or the scripts I had written because they weren't goofy comedies. I said "I am being offered weird comedy crap, why don't I just go for it?" I did THE BEVERLY HILLBILLIES. The reason I did it was I couldn't get my own movies made and they were offering me two million as a salary. I said "Fuck it, I'll just do it." I didn't really want to do it. I learned a lot, 25 million dollar movie, I also produced it. [INT: It was good, I liked it.] I liked BEVERLY HILLBILLIES and THE LITTLE RASCALS growing up, that's why I did that one next where I made however many million. I was starting to collect all this money. I never pictured - I remember being on a ROGER CORMAN movie, called the NAKED ANGELS. We were out in a desert shooting and they had this fortune teller there. A lot of bikers, one had a fortune teller girlfriend, I remember standing in her trailer and she comes out, telling people's fortunes, and she looks at me, I gave her my hand, she says "You are going to be very wealthy." I said "Yeah right," but she was right. Do I know how to handle it? No, still to this day it's a big pain in the ass. I was so happy when I was poor. WAYNE'S WORLD screwed me up. I hate to say that but it did. I would have lived my life and made the movies I wanted without it. I don't mean to be complaining, people think having money solves all the problems and it doesn't. It creates more problems than it solves. You lose your friends. If you are out there to make money with movies just forget it. Stay on track. I wish I would have stayed on track. It's so bizarre. People think I have it made.

INT: You’ve made three or four movies, though, that are just really good movies, WAYNE'S WORLD, DECLINE, BEVERLY HILLBILLIES, LITTLE RASCALS, how can you say that?
PS: Thank you, because after I did WAYNE'S WORLD, I did BEVERLY HILLBILLIES, LITTLE RASCALS, BLACK SHEEP, and SENSELESS. Four more stupid movies. That's a lot of time and energy, that's all I could do, all I could get going. I'm still trying to get old scripts made. Then when I did DECLINE PART III I paid for it myself which is another kind of mistake. [INT: Why do you say that?] We can talk, I never made the money back, we'll talk about that when we get to it. Where are we?

INT: Doing the BEVERLY HILLBILLIES?
PS: It was what it was. I learned a lot on how to make a big movie, have a production designer make giant sets. From HOLLYWOOD VICE SQUAD I learned how to wreck a car. Mess stuff up. All of these movies have taught me technically, everyone teaches you. Then there was BLACK SHEEP. That's a great story. I didn't want to do that movie. I got a call from SHERRY LANSING on Sunday, she said - [INT: Start over again.]

PS: I got a call from SHERRY LANSING one Sunday morning and she said, "Hi, I've got JOHN GOLDWYN on the phone and we would like to talk to you about this project." JOHN tell her about it. It’s a story about a politician with a goofy brother, the brother would be CHRIS FARLEY. I said "I love him, I really want to work with him." I said "Where is the script?" He said "We don't have a script but we want you to work tomorrow morning on Monday." I said "You don't have a script?" "No, but we have to exercise our option with CHRIS FARLEY because the CABLE GUY is going to start up and he wants to do CABLE GUY, and so does JIM CARREY. If we exercise our option and do BLACK SHEEP with no script, and then we will have him. CARREY can do CABLE GUY." I'm like, "How much are we talking here?" "3.75 I think." "Alright, I'll get a script going I guess."

PS: I did that movie. There was a time where I was fighting so much with FRED WOLF the writer. We really disagreed. He would write these scenes that were so over the top and impossible to shoot. A nitrogen truck blowing up and freezing the forest for miles. I was like "What are you doing? We don't have the money or time and it's not funny." There was one point, my other parking lot story at PARAMOUNT, one point where I was in a meeting, LORNE was there, KEN ROSENFELT, ME, MIKE, BONNY, AND TERRY TURNER. We are sitting there trying to discuss how this should be done. We are shooting, going, no script, this FRED WOLF guy was going nuts. BONNIE and TERRY TURNER weren't there. That was WAYNE'S WORLD. Erase that. Anyway, I go LORNE, he protects his writers, wanted FRED WOLF to come back to SNL and write with the new season. That was his goal. He was protecting this writer, coming up with all this whack shit. Finally, I said "You know what?" I stood up and said "You can take your 2.75 million and shove it up your ass because I'm out of here." I walked out. I was in the parking lot, can't believe I did that. I can't believe that because I was in a writers meeting, disagreeing with the writer, that I left. Then I hear these clicks. KAREN ROSENFELT flip flops right behind me. "PENELOPE let's talk this over." I go "Whew." I go back in and did the movie as you've noticed. [INT: That was the right time to get pissed off, and the time they made you wait was the wrong time to get pissed off.] You're right about that. That's why I tell young filmmakers to stand up for what you really believe is right. You got to be able to walk away as a director. I have walked off the set quite a few times. Quit, walked away, drove out of there. [INT: So hard not to let your feelings and your ego be a part of it. You have to make that distinction. I think you have done, really been able to do that.] Thank you, but it's nineteen nervous breakdowns too. Nervous breakthroughs.

INT: BLACK SHEEP?
PS: It didn’t do all that business but I was still a hot comedy director. I had wanted to work with MARLON WAYANS, I thought he was sweet and funny. There was a movie over at DIMENSION, BOB WEINSTEIN had this project called SENSELESS about a guy who was under a drug experiment program, went wrong. Made his senses super hyper. MARLON was good at that role. He goes over the top pretty well. It was tough working with the WEINSTEIN'S. You get to the end of the movie and they go, "I think I'm going to write a whole new ending, shoot a whole new ending and that's it." That's why they call him "Harvey Scissorhands." I remember talking to him on the phone one time saying "BOB I really don't think I will be able to make a 20 by 20 corner of the stage look like Madison Square Gardens." He said, "We only have this basketball player for two hours, you got to make it work." I don't like this whole basketball scene anyway. He says, "Penelope let me tell you one thing, it's my fucking money, I will spend it how I want." I said "Thank you." [INT: Do you still have a relationship with either of those two?] No. Last time I saw BOB WEINSTEIN I was at an opening for SCARY MOVIE or something and I walked up to him and said, "Hi how are you," not knowing he is bipolar and out of his mind. I said "Hello," he goes, "Don't tell me this is going to be a senseless moment." I went, "Oh bye bye." Anyway. Welcome to Hollywood.

INT: I think that’s always interesting, directors who manage to have relationships with studio execs. There are some good ones out there.
PS: There are? Are there execs you have a longstanding, successful, loving relationship with, Mary? No? Me either. [INT: Sometimes I stay friends on speaking basis. Not often.] No, I don't go to those parties or things anyway.

INT: We finished SENSELESS. [PS: What time is it?] We're fine, I think this is the heart of your interview. Has the perception of a role of a director changed? We'll get that down with the writers, but I want to get this stuff down in case I get run over by a truck on the way out of here. [PS: I think we should go for the entertainment factor. This is what people want to see.]

PS: So then there was SENSELESS. I know this is whacky to say in public, I was working on SENSELESS, I was so tired of doing studio movies. Being paid money for work I didn’t care about. I couldn’t do my other movies, I kept trying but couldn’t. Believe me. At the end of SENSELESS, there was Burning Man in Nevada. I rented a van and went to Burning Man, pitching a tent, drinking a beer, I set it down and somebody doused it with a lot of ecstasy. I didn't know it until I realized this tent is really difficult to pitch. I've never had such a hard time. I was tripping on that stuff for that entire day all through the night until the next morning. I thought I died and was reborn. I had this self renewal which was I'm not going to make those studio movies. That's what's wrong with me, I need to go back and do what I love. I finished up SENSELESS and it didn't do well. I guess my turn to documentaries and films I cared about happened at the right time because if you have one flop you are dead. SENSELESS was perceived as not a moneymaker. The person who did WAYNE'S WORLD was not getting every script. I got a lot but I didn't care anyway. I decided THE DECLINE PART III. There was a whole movement happening again. I went out, documented, paid for it myself with the money at the studios. I went out to distribute it, the only deal I could make was to give up the rights to part 1 and 2, then they would distribute it part 3. I said I will not give you the rights. This stands on its own. Release it. Then we will talk.

INT: It's amazing you still had the rights to 1 and 2, how did you manage that?
PS: That’s a long story. I have them. I wouldn’t distribute it. DECLINE III has never been distributed. Now I have rights to all three which will come out soon on DVD. It's my own money. After that I went on the road and shot OZZFEST with SHARON and OZZIE. What a nightmare. No, it was a nightmare dealing with SHARON but a great film, great experience. I wouldn't give up that experience for anything. Going to thirty cities and shooting all these bands. It was right when the digital form was coming out and we shot two high def cameras and two DV cameras. We upgraded, converted the DV and ended up on HD and went to film. It's gorgeous. Incredible experience. It was a tour bus going across the states, everyone's dream. Then SHARON told me she had the rights to the music. She said the rights were built into the performance contract. When bands performed, the rights for the film were included. Who was going to question it, it's SHARON OSBORNE. It was a lie. They did not have the rights. Did not even do contracts with the bands. It was a handshake. I found this out four years later, after working on it for four years that it could not be released. Thank god for the DGA because she took the movie, after it screened at SUNDANCE, started chopping it up, and making MTV specials about OZZIE from it. I went to the GUILD and asked if she could do that. They said "No, not without your supervision and paying for it." I was able to fight her about that. I used to wake up every morning, literally with tears in my eyes because I couldn't get that movie seen. Remember, not 'til I'm dead and gone. This is cool, you can use this but you can't use it now. I shouldn't say it, I could get busted. [INT: Oh go on.] I'm making a whole bunch of DVDs and sending them over the world, I just want people to see it. [INT: Would you send one to me? I've always wanted to see it.] It's a great film. I learned so much about my rights after getting screwed over by her. Here is what she did. I got the movie done. Before it was accepted at Sundance. She called up the producer I hired to shoot it, she calls him up and says "What would Penelope say if I took the movie away from her and let somebody make two half hour pieces out of it instead of a feature film?" He goes, "That's not what is in her contract." I worked for free, I didn't get paid. I got paid 5,000 dollars for four years. You had to be paid something to be insured. What would she say if we chopped it up. Do you know what that's like when you get that call after 3.5 years in a movie? It's heartbreak. I had a nervous breakdown. I can't believe I did all this. They get you because you are passionate about it. That was, we sold our souls, still hasn't been released legally.

INT: That kills me. The DECLINE movies are brilliant, I knew this was going to be.
PS: It is. The DGA really helped me. [INT: It's not over yet.] No it's not. People will put it up on the Internet. [INT: Do they show it on YouTube?] I don’t know.

INT: Okay. So, you went back to doing what you were passionate about, what else have you been working on?
PS: After SHARON and OZZIE, then I did THE KID AND I. He wanted to pay for it himself entirely, his young son had cerebral palsy wanted to act in it. TOM ARNOLD wrote the script, I produced and directed it, we had a sweet family type movie that went two weeks in the theater and then went to DVD. It was a DGA signatory thing, I wanted to do it. Also cool because the kid had CP. After that I had been working for four years, I did KID AND I two years ago but over the years I have been trying to do a JANIS JOPLIN movie. I have been trying to do one for 20 years and I have been through 5 sets of producers. All these ways, I have known LAURA JOPLIN all these years. [INT: It's such a great project, I envy you this project, I think she, I wanted to be JANIS JOPLIN when I was 18.] Me too. JANIS changed my life, made me the person I am today. Along the way, I found out the producers, I wrote the script early on and wrote it under the WGA, and I assumed because they were signatory to the WGA that they were also signatory to the DGA. It was 6 months ago I found out they weren't. All my preproduction work, schedules, budgets, they made me meet with BRITNEY SPEARS and LINDSAY LOHAN to play JANIS. [INT: Well LINDSAY is well on her way.] So is BRITNEY. [INT: Either one could do a good job at this point.] They made me meet with other actors, LEANN RIMES, PINK would have been good to play the part. But didn't get it going in time, they were dicking around I don't know why. I found out they weren't signatory, made me put the breaks on a little bit. Now the WGA is asking them to pay for the drafts I wrote for free. It's a tricky situation here. [INT: There will be a little note saying Penelope directed JANIS JOPLIN the next year. They are going to have to add that, it's too great a project and you're great for it.] I know more than JANIS than anybody on the planet. It's a heartbreak to not have been started before this. You get to a point, there is that guy MEL STUART the old director guy I was talking to. He said "Are you crazy, you never spend more than 6 months on a project. Don't do it. If it doesn't happen in 6 months you walk away." I'm getting there though. Is my breakfast here?