INT: My name is MARY LAMBERT, today is August 2, 2007. I am conducting an interview with my friend PENELOPE SPHEERIS for the DGA Visual History Program. We are at the DGA in Los Angeles, CA.

PS: My name is PENELOPE ANDREAS SPHEERIS. My name at birth was PENELOPE SPHEERIS. Daughter of a Greek, I get his first name as my middle name. No nickname. Birthdate, December 2, 1945. I was born in a small town named Algiers, Louisiana right near New Orleans, USA.

INT: Well, the big question Penelope is why did you become a director?
PS: OK, I became a director because I didn’t want to be a producer. I was directing music videos early on and enjoyed that. I got to produce a film with ALBERT BROOKS, LORNE MICHAELS hooked me up with him. Albert didn't know how to make movies, wanted me to teach him. I taught him, was in film school at UCLA. Good exchange. I didn't know anything about Hollywood and ALBERT knew a lot about it. And I could have gone on to produce, the guys all around the group, it was like JIM BROOKS and ROB REINER and ED WEINBERGER, they said there is a really great movie that's going to start up, it's PRIVATE BENJAMIN, GOLDIE HAWN is going to be in it, we can get you in there, you can produce that because we know you are a dynamite producer. I said no, I'm not even going to go to the meeting, I don't want to be a producer. It was hard working with ALBERT. He is a brilliant man, but he always had a habit of going out with his leading ladies. They would get in an argument on set and he would always ask me to go and get her participation points back because they were arguing. When it gets down to that the producers job is not what I wanted to be doing. I decided I wanted to direct so I went and directed the film which was WESTERN CIVILIZATION which was about punk rock music. All the comedians I was hanging around with were like are you out of your mind? You could be stepping your foot right into big time Hollywood. I said I think I will take the punk rock. Is this too detailed? INT: I don't think so at all.

INT: Lapsing into when and how you got your first film job. When and how did you get your first professional film job?
PS: See that wasn't professional, what I did when I got my first professional job, first one was as a producer with ALBERT and REAL LIFE. After that, talking feature length films, it was the DECLINE which I guess you could call professional but it was more fly by the seat of your pants, shoot every format for no money, slam it together. That was my first film. I got the money to shoot the thing from these guys who wanted to make a porno movie. My friend said they are insurance salesmen, have a payroll company and a car rental place and they want to make a porno movie. I said "Punk rock is the next best thing, maybe they will do that instead." I went over to these guys and they said "This looks interesting." Took them to see BLACK FLAG. They said "This is pretty freaky." I said I will shoot it on Super 8, they gave me, I told them 12,500 dollars. We shot it, I said "This is too important to shoot on Super 8." I said "I need 16 and I need more money." By then they were hooked. You know punk rock girls aren't all that gorgeous but they were kinda into going to the shows. They said "Okay, we will give you more money." It ended up costing 120,000 dollars, but the guys were never complaining along the way. The footage kept coming back unreal. You never saw anything like this punk rock before. People flying through the air and going nuts. They paid for the whole thing. That was my first, I'm glad I did that instead of continuing producing. I would probably be dead today because it is really stressful and not what, back in the day when I was in film school if you were a woman you didn't say you wanted to be a director because they would laugh at you.

INT: That's kind of interesting this question, it says how did you get your film job and then what was your first break. You got your own break and didn't do a professional job, you did your own film?
PS: Thank you for noticing. It was my own film. Nobody else was making a movie on the subject. I would go to shows, there would be people with other film cameras and still cameras. I would go up to them and say "You can't shoot, I am doing this movie." Back in the day they would say "Okay" and put the camera away.

INT: I think you should answer that question, what was your first break?
PS: It depends. When you say first break I would say DECLINE. It was the most written about movie of that year. I got a call from BARRY DILLER'S office, saying "Please send the film." I said "Why?" They said "Because he watches every movie." I said "Tell him to go to Fairfax and Beverly and pay four bucks." Pissed off DILLER. I didn't know you were just supposed to send the movie around. That was my first break in terms of establishing myself as a creditable film director. All of a sudden everybody knows who I am. Break like breaking into the big time that would probably be WAYNE'S WORLD but that was my seventh film. I called it lucky number seven although we will have to put lucky in quotes. That was when I became a member of the DGA and when I became a millionaire. Both of those things, the GUILD really changed my life in terms of my creative confidence. Feeling like I was a part of the real filmmaking world. The money changed my life, mostly in negative ways. I was very poor before that and not used to handling money. I still am not.

INT: Before we move on, I think we should talk a little more about the early years in music, comedy, and punk. When I met you, you were the co-editor of SLASH MAGAZINE. How does that fit in? Was that before WESTERN CIVILIZATION or after?
PS: Concurrent. I was working, I don't know if you'd call it work, it was just fun, a hobby at SLASH MAGAZINE, I was writing movie reviews. It was the punk magazine, the street rag of the time. It was late 70's. While working on that magazine and going to the punk rock shows, I got the idea to do THE DECLINE. [INT: I have a vivid memory of your house at that time. Your house was a locus for everything going on. You had kids and animals.] Sort of like today! That's cool, I forgot I knew you back then. I had a company called ROCK 'N REEL, what I believe to be the first music video company here in Los Angeles. It came about because a friend of mine called me and said how would you like to make a music video. This is before THE DECLINE. It's actually how I learned to shoot music. [INT: What year was this?] I'm saying probably 1974, 1973. I started shooting performance videos. I shot FLEETWOOD MAC, SEALS & CROFTS, THE DOOBIE BROTHERS, CHARLIE RICH, all kinds of bands I didn't care about. But I was able to make a living. Keep myself going. Mostly made for WARNER BROTHERS and CBS RECORDS. [INT: Did you do camera work yourself?] I did everything. I came up with the concept. They weren't good concepts back then, they were simple. I met with the band, told them how we were going to shoot it. Went through it, all the record company BS, and then I would shoot one camera. I remember at a FOGHAT concert, they were a cool band, I was at a concert running down the aisle with an ARI on my shoulder. I always shoot one camera, all my docs I shoot one camera. Some guy put his foot out and tripped me, I had a black eye from the eyepiece for a long time. The music videos, my background at UCLA, first woman to work in the tech office. Never let women work there before me. I learned a lot about equipment, had some kind of insatiable interest in learning about the technology back then, still today. I learned a lot in school. Went on to make the music videos, I was writing them and directing them and producing them, shooting, cutting. It was funny. I didn't know it was the beginning of such an amazing movement. Back then, the record companies came up with this idea, we don't have to send the band around the world, we can save so much money if we shot a little piece of film. The guy at CBS said you could pay the postage for that instead of all the crazy guys with all the luggage. That was the beginning of music videos. [INT: Comes full circle.]

INT: The next question is who helped you in your career and how?
PS: Right after I did the DECLINE it was difficult to get that film in theaters. We tried to book through MANN theater for one night on Hollywood, give us a midnight screening. They wouldn’t do it, said nobody would come. We go across the street, some theater the VOGUE or some weird theater, they had to shut down Hollywood Blvd. 300 motorcycle cops, so many people there. Came to see THE DECLINE, got a letter from DARYL GATES the chief of police who said don't ever show that picture in this town again. I thought that was pretty cool actually. We couldn't get the theater booked because they thought they were going to tear up the theaters. So many people. Then we had to fourwall Fairfax down there. Used to be one theater. The decline paid to have it chopped into a multiplex. Having done the decline, not being able to get it distributed and loving the subject matter of a new social and philosophical movement in punk rock, it was born then. I couldn't get it out to the world without distribution. So I decided to sit down and right a scripted piece on the same subject which was SUBURBIA.

PS: Looking for money, trying to get SUBURBIA made. The guys who want to do the porno movie were all burned out. I met this guy named BERT DRAGIN. He really did change my life in a lot of ways. This wonderful man from Cleveland, Ohio who had made a fortune in furniture. He sold furniture. He read SUBURBIA, said he would give $250,000 for the budget if I could get the rest of the $500,000. I made an appointment to see ROGER CORMAN. I remember after leaving the meeting with Roger, walking down the sidewalk thinking I am going to be able to make my first scripted, narrative picture. I was excited being on that high. I did SUBURBIA. It got some distribution, but again it gave me visibility as a director. Everybody was writing about it just like DECLINE because it was still dealing with this new movement. Then after that I couldn't get anymore jobs. It wasn't a box office blockbuster, though it's considered an important cult classic. I couldn't get work. I remember meeting SANDY HOWARD.

PS: So if you ask who my mentors were, ROGER CORMAN for sure, you guys should get this list. A list of things for first time directors. The first thing he tells you is be sure to sit down on your chair all day. Otherwise you get tired. I always do that, I got a good chair. A whole list of things to do. He tells you to block the scene out, and here is how to do it by ROGER CORMAN. I have it, I should give it to the DGA its awesome. BERT DRAGIN who was a wonderful family man. This Jewish guy that had previous family, a new family, so wealthy, kept giving to all his family. He taught me fairness. Thinking about BURT I get so touched. CORMAN was just this hard guy, do it this way, you can't get through to ROGER on an emotional level. Wonderful man, god bless him for all he has done for everybody, but BERT had the heart. So those two guys.

PS: How am I doing? [INT: really good, that was interesting to me, I've never actually met ROGER CORMAN. Or DRAGIN] I love that guy. He is still my friend today, you know what he does today? He hypnotizes people. To solve your problems.

INT: Penelope, moving on, what would you say are the essential qualities of a director?
PS: Okay, well we got to go back if you don’t mind to HOLLYWOOD VICE SQUAD because I met SANDY HOWARD. I met SANDY HOWARD who was, if you think about ROGER CORMAN as being a B movie guy, then SANDY HOWARD was a C minus movie guy. I'm sorry. He was a freak. I was doing this movie with him. I didn't really want to do it but I had an agent by then, JOHN BURNHAM ... [Pause]

PS: SANDY HOWARD was a little whirly dervish of a guy. Not little, but I didn’t want to do the movie my agent JOHN BURNHAM said, "Where the hell else are you going to get 50,000." So I did it. HOLLYWOOD VICE SQUAD and I gave CARRIE FISHER her first job after the whole drug problem thing. Actually gave ROBIN WRIGHT PENN her first job as well, she was 19 years old. It was really tacky. Written by the head of the Hollywood vice squad. His first screenplay. SANDY HOWARD with a C minus movie. So tacky. I went on stings with them in the cop cars. It was sad. They would have these male hookers on Santa Monica, they would have some handsome gay guy pick them up and then drive them around the corner and there would be all these cops here. All the cops would be like get out of the car, you are a criminal. Drag queens and everything. That was training camp. It was terrible. Learned a lot from movies. [INT: Was VICE SQUAD a comedy?] They didn't know what the hell it was. It's a B movie. This is what it's like in Hollywood, these are the stories that go on. I haven't even watched it since then. I made the 50 grand and dealt with SANDY HOWARD and the best story is we were shooting at the Brown Derby. I was in one room, they were setting up the second unit camera in the other room. I'm sitting there getting the scene done. All of the sudden, I'm in the other room and I hear action. Wait a minute, I go in the other room and it's SANDY. I say what are you doing. He says, "I figure I better shoot the second unit stuff because I'm not sure we will make the day if I don't." I got all indignant. If I had been in the DGA at that point I would have called up my friends. He was bad. If he was better I wouldn't have minded. He was tacky bad. But that was HOLLYWOOD VICE SQUAD.

PS: And then after that I did THE BOYS NEXT DOOR. Do we care about that? [INT: Absolutely, what kind of movie was THE BOYS NEXT DOOR, I'm trying to follow that?] There is no logic to the movies I've done. Every one always says why do you make movies that are so varied and different. Really I'm trying to make a living. Make films and do a job. There are times when I've done it because I was passionate and it was the love of my life, like the DECLINE series. But other times it's not that easy. The guys that wrote THE X-FILES wrote this script called THE BOYS NEXT DOOR. To be produced by HERB JAFFE, lovely man. This company called the VISTA ORGANIZATION, no that's DUDES. I'm mixing them up. BOYS NEXT DOOR was also produced by SANDY HOWARD. Starred CHARLIE SHEEN and supposed to be NIC CAGE. At the last minute he ditched us. We got MAX CAULFIELD, did a fine job. SANDY bet me a 100 bucks that between MAX and CHARLIE, MAX was going to become the big star. I said "I think it's CHARLIE." He never paid me my hundred bucks. I also won a hundred bucks by BERNIE BRILLSTEIN which I will tell you about WAYNE'S WORLD. I did THE BOYS NEXT DOOR, about serial killers. It's a story that is about these two high school kids, go to California and end up killing people. We had to go back and forth with the MPAA five times for the end of that movie. PATTI D'ARBANVILLE was the girl that CHARLIE was killing. She was getting it on with MAX. No the other way around. It wasn't, you see far worse violence today. Because of my documentary background it made it look too real. They wouldn't give us even an "R". It came up "X" back then. [INT: What year?] I'm saying 1984. Again SANDY HOWARD. It didn't do that much business, got a lot of recognition because of the subject matter. I wouldn't do it today, I feel there is enough violence in the world. When you recreate it on film you are making more violence and I don't like that. I would never do it today. [INT: Kind of made me want to see it.]

INT: What would you say are the essential qualities of a director? Or do we want to keep going on the -
PS: Yeah, we might or I might forget. [INT: Why don’t we just keep going along with movies. Let's do the chronology of the movies.] [Off-camera talk]

INT: Okay so, we did the serial killer movie with CHARLIE SHEEN, what was after BOYS NEXT DOOR?
PS: After that I was able to do a movie I could get into in a passionate way which was DUDES. Starred FLEA from the RED HOT CHILI PEPPERS and LEE VING from FEAR. JON CRYER from TWO AND A HALF MEN. Written by RANDALL JAHNSON who wrote the Doors movie with OLIVER. Really great writer. Kind of like a fantasy western cowboy punk movie. Again, my lead characters have mohawks in 86. Great music. Shot in Arizona. Remembering walking on set and being blown away by the visuals. Such a spectacular landscape, different looks. I said we are going to kick Arizona's ass. What a cocky bitch. Arizona kicked our ass. Every day, I knew I shouldn't have said that, every day was another natural disaster. Except for earthquakes we had it all. Wind storms, sand blowing, wearing scarves and glasses. The actors trying to act. Floods. We had a whole set up in field with tipis and Indians and there was a flood. Trailers and trucks could not get out. We had to sit there for two days. [INT: You get through stuff like that, but it defects your movie.] I always make up, I've never been over budget or schedule but it's tricky. As a woman you can't be over budget or over schedule or you're dead. Guys can do it all the time because that means they are a genius. [INT: Give him another movie, give him a bigger budget.] The last one flopped, give him five more.

INT: What did DUDES lead to?
PS: The next project would have been, was THE DECLINE PART II: THE METAL YEARS. That came about because I went to MILES COPELAND at I.R.S. RECORDS, really full blown heavy metal days. The strip was just Aquanet, just big ol' hair. I said "This could be another DECLINE movie." Went to a record company guy, got a small amount of money to do DECLINE PART II. I insisted it have unknown bands in it, they had these big name people. I said let's make a compromise, let's film the small bands but I will interview AEROSMITH, OZZIE, ALICE COOPER and all the other guys. We made that compromise. THE DECLINE is not about that which is established, it's about showing what's new. It worked, I think really well.

PS: I was asked to do WAYNE'S WORLD I think because of my previous relationship with LORNE MICHAELS. The ALBERT BROOKS movie. LORNE always promised me I could do some film segments for SATURDAY NIGHT LIVE. If I just did this one with ALBERT then I could go and do my own film segments. But that never happened, because the only woman who ever did anything on SATURDAY NIGHT LIVE back then was AVIVA SLESIN who did the montage up front with stills. [INT: They actually promised me that. I ended up doing one little sequence. It wasn't really a film, the into.] LORNE kept saying come on and compete with each other. Finally after a while, these guys are brutal. We had AL FRANKEN, TOM SCHILLER, JIM SIGNORELLI, GARY WEIS. They would kill you. It was wicked. I never got to do anything. I think LORNE felt bad about that. At least I like to think he did. When it came to PARAMOUNT with WAYNE'S WORLD which was this goofy little thing that came from a skit on his show, but it happened to be about these heavy metal guys. Theoretically. They were kinda poseurs but whatever.

PS: I went in for the interview, LORNE says, you've gotta deal with GARY LOU CASEY - what was the other guy's name? I think GOLDMAN was there at that point, and KAREN ROSENFELT. All these people. I remember sitting in the hallway one time. It came to this. Either, I was already up for a PBS special on Camarillo - no, it was the Patton State Hospital for the Criminally Insane. I was going to do a documentary on that, or if I got the WAYNE'S WORLD job I was going to do that. No, dig it, that's my life. I remember being at Patton State Hospital walking out of a room where a crazy guy smeared feces all over the wall. I walked over to the phone hooked up to the wall and said "What's going on, did I get the job?" They said "Yeah," I'm like "Thank you Jesus." You know who did it, JOAN CHURCHILL did the movie and it's a good movie. They let me sit in the hallway there at PARAMOUNT for two and half hours waiting for a meeting with LOU CASEY and the other dude. Then the secretary came out and said they won't make it. I said I'm going to blow this thing off because that is just degrading. I got to the parking lot and thought the only person who knows I was sitting there was me and that secretary and maybe those guys. I went back, it changed my life.