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Judd: That’s a good question. When we did Freaks and Geeks, we knew we wanted real kids and we decided that they didn’t even have to be actors. Wes Anderson had just made Bottle Rocket, which had all these strange people in it—people who were his friends from Dallas, like Kumar [Pallana], who’s in all of his movies and who’s, like, just a magician who owned a coffee shop. And I thought, Wow, he’s finding all these interesting guys and putting them in his movie and teaching them how to act. And it seemed to make the work better. Once we liked someone, we tried to work with them again. It’s scary meeting new people.

Mike: It’s interesting that Wes, you, and Louis C.K. are all people who are deliberately going in the other direction—untheatrical, unleading people, uneverything. It’s so refreshing and—in This Is 40, what I got excited about was that nobody has ever done a movie that was absolutely reality. For real, actual reality, actual wife, actual daughters, actual jokes about each other and you, together. You have to have an incredibly finely tuned sense of how far you can go. You have some kind of sense of what’s perfectly okay. I don’t know. You either have it or you don’t.

Judd: Maybe we should take a look at a clip from one of your movies, just to embarrass me.

Mike: Can we do a clip that I brought that’s not from one of my movies? I’m very boring on this particular subject. This is a moment where I think we can watch an actress invent movie acting. Sound movies didn’t happen until about 1930. That’s how young talking movies are. And there was a stage when movies were like plays: They were photographed. And then after that, they were like plays photographed with some reality beginning to show except in the acting, because the acting was still catching up. You can see, in this clip, that they are character actors and they’re very good but they, you could put them a mile away on the stage. And then here comes Garbo and you can actually see her in this clip—you can see the character thinking something, realizing something about herself. It’s not Traviata, it’s Camille, which is the same plot as La Traviata—namely, a very fancy courtesan falls in love with this young guy and they’re happy and his father comes to see her and says, “Please, please give him up. You’re ruining his career, he’s not gonna get the post he hoped for.” And she decides to do it. But the only way she can do it is to go to the man that she’s most afraid of, the guy who used to own her, who she worked for full-time, which is what courtesans did. There was somebody who owned them and kept them very fancy. So she goes back to him, and—Armand is his name—he goes away unhappy. Then he comes back and there’s a scene where they run into each other in the casino. And what I want you to watch for is the moment, right at the end, where she thinks, Oh my God, look at me, I’m a cliché. Let’s look at it.

(Clip from Camille: Armand runs into Marguerite at the casino.)

Judd: We’ve come a long way, we really have.

Mike: We have. When you think that, right around this time, the whole idea of acting in a movie was being invented by Garbo and Barbara Stanwyck and Bette Davis and a lot of people—they were doing less and less. What’s interesting is that being inexpressive becomes the big deal. The most famous line in the history of movies is somebody saying something wrong. It’s the line, “Here’s looking at you, kid.” But Bogart actually says, “He’s looking at you, kid.” That little inexpressive nothing became a classic thing. And the big stuff sort of went away. That’s my first point and probably my last.

Judd: You started in improv. What was that transition like, from improv to acting and directing? Who taught you how to do this?

Mike: Improv taught me how to do it. Elaine and I were very lucky because our pals that we started with at this improv place had no particular idea. I mean, there were big talks about socialism and stuff, but nothing you could act. So we had to go out there and learn through horrible trial and error what you need to do to make an audience happy. And slowly, we discovered a principle. Elaine used to say, “When in doubt, seduce.” Because seduction is immediately a scene. And, of course, so is conflict. If you say black, I say white, and we have a fight. There only is one other kind of scene, I discovered—there are fights, seductions, and negotiations. Most of Shakespeare turns out to be a negotiation because it’s all about power and rulers and so on. When you’re making it up, you learn what has to happen to keep an audience interested and excited but, most of all, laughing. And then it becomes part of you. For instance, when I started to direct my first Broadway play, which was Barefoot, I had them doing so much business onstage that Dick Benjamin—who replaced Redford—said, “I can’t. I can’t learn all the business and the lines.” And that’s the thing. If you keep them very busy, they’re too busy to act. And then it looks like life.

Judd: The first things you did, right out of the gate, were ridiculously successful. Your comedy team, your first play, Barefoot in the Park, your first movie, Who’s Afraid of Virginia Woolf? How did that happen?

Mike: Well, Barefoot in the Park was somebody else’s idea. There was a nice producer who said, “How’d you like to”—after Elaine and I broke up, I was sort of the leftover half of a comedy team—and he said, “How’d you like to direct a play?” And I said, “Well, let’s try. Let’s go somewhere in summer stock and see if the play’s any good. If I’m any good.” I said, “I’d like to see if we can get that blond guy I saw last week—Redfield, Redford, something.” And we had no time because we’re going for summer stock. We had five days, so I just threw it all in and we figured it out. I felt like I’d come home because all this time I’d been thinking about it and working at it, I didn’t really want to be an actor.

Judd: Why did you give up acting?

Mike: I didn’t like it. I’m too good of a director to like me as an actor. I can get better people. So I did. And I just liked it more. I liked being there much more than being here. I still do.

Judd: And you did Death of a Salesman recently. I mean, if you started with Virginia Woolf, what did you learn in the middle if you—could you have done Death of a Salesman back then?

Mike: No, I don’t think so. I think Virginia Woolf—I was unbelievably lucky because Virginia Woolf, among many, many other things, is possibly the only play that is entirely in the present. Have you noticed how plays are always somebody endlessly yammering about the past? That never happens in Virginia Woolf. The past is brought up but when it’s brought up, it’s part of a trap that’s being set. Then the trap is sprung and there are terrible consequences as a result—all in the present. The present was my bag, you know. And so we just did it all in the present. It was good. Now, you: Did you start with funny?