With Zack and Miri Make a Porno, Kevin Smith learns his low-brow brand of humor is no longer considered taboo.

BY JASON GUERRASIO

Always straddling the line between indie and mainstream films, Kevin Smith has grown a dedicated fan base for his original comedies since coming on the scene with the no-budget, black-and-white Clerks in 1994. But with his latest film, Zack and Miri Make a Porno, Smith finds himself entering a theatrical world in which his disarmingly sweet mixture of toilet humor, romance and pop-culture reflection is not so unusual. With Judd Apatow working similar gross-out, meet-cute strategies in comedy smashes like Knocked Up, Smith finds himself an elder statesman when it comes to humorous cinematic raunch.

In his latest film Smith has put away Jay and Silent Bob and left his Jersey roots for snowy Pittsburgh. But the most notable change is who is delivering the lines: Apatow regular Seth Rogen. One of the few actors not in the View Askewniverse who can handle Smith‘s profanity-laced fanboy dialogue, Rogen, with his everyman look, easily slips into Smith‘s usual slacker protagonist role while his writing credits in films like The 40-Year-Old Virgin and Knocked Up give him the cred to claim a spot in Smith‘s cheerfully vulgar world.

In the film Rogen and Elizabeth Banks play best friends/roommates Zack and Miri who after having their utilities shut off, decide to make a quick buck by shooting a porno. After finding a cast (including Smith regular Jason Mewes and porn stars Katie Morgan and Traci Lords) and financier (The Office‘s Craig Robinson), all that‘s left is a porn title — Star Whores. In a hilarious montage, the team creates revealing costumes and crude sets that would make George Lucas either chuckle or gag. But when their set is unexpectedly leveled by a demolition crew, Zack and Miri are left to think up another porno idea (and title) and, in the process, realize that when friends have sex it does change everything.

Smith says the title helps turn away the curious folk who may not know what they‘re getting into. But for the most part it‘s a MacGuffin. At its center, like all of Smith‘s films, Zack and Miri is a movie about relationships.

Filmmaker talked to Smith before he premiered the film at the Toronto International Film Festival about courting Rogen, his latest tussle with the MPAA and his first foray into horror. The film opens Oct. 31 through The Weinstein Company and MGM.

I really dug the film. Thank you. I was thinking the other day, “Man, am I ever going to be in Filmmaker again?”

I just reread the cover story we did on you for Chasing Amy before this conversation Yeah. It‘s been a while.

Where did the idea of doing this film come from? I was meeting with Harvey Weinstein — I think we were doing Clerks II at that point — and he asked me what I wanted to do next. I said, “I‘m thinking of writing this movie called Zack and Miri Make a Porno” and he goes, “Done. Greenlit. Finished.” And I was like, “What do you mean? Don‘t you want to hear what the movie is about?” And he‘s like, “C‘mon Kevin, doesn‘t the title say it all?” And I was like, “Well, I guess you‘re right on some level.” Then ironically when we were in production Bob [Weinstein said], “I think we have to change that title, it just gives everything away. You know what they‘re doing before you see the movie!” I was like, “Bob, the title was announced six months ago and it was really favorably received online. I think it would be silly to change it at this stage in the game.” And he said, “Well, just keep an open mind, listen to this: ‘Zack and Miri Make a Movie.‘ ” And I was like, “Make a movie? Okay, Bob, that would not make me want me to see it.” A week later USA Today wrote an article in which they quoted the dude from Exhibitor Relations saying this is one of the best titles of the year and suddenly that argument went away.

And your interest in Seth Rogen came from watching the scene in The 40-Year-Old Virgin where he and Paul Rudd are playing video games? Yeah, and not so much the, “You know how I know you‘re gay?” which is adorable, but the “Fuck you!” at the end, which I thought was brilliant. I‘m watching it on DVD, sitting at my computer answering e-mails, and when Seth‘s character tells the story about seeing a chick make it with a horse my ears perk up because we just did a donkey show [in Clerks II]. Mercifully it has nothing to do with what we did but at the same time his delivery is so perfect. I was like, “I love this dude — he sounds like one of my characters. I want to work with this guy!” I thought since he plays a supporting role in that movie, I can write him a lead and then this dude will pop huge and he‘ll owe me forever. I‘ll have Affleck version 2.0! But by the time I got to writing it, I was frightened as fuck because I started seeing him on billboards for Knocked Up. I thought my plan was ruined. At that point I learned that he‘s not just an actor, he‘s a writer, so he doesn‘t need anyone to generate material for him. I thought I missed my window, but thankfully he liked the script a lot.

I feel the one person who was put on this Earth to deliver your dialogue is Jason Lee, but Rogen is a close second. Absolutely. And if I made this film 10 years ago it would have been Jason Lee in a heartbeat.

But let‘s talk about when you can‘t get the actor you want. You wrote the Miri part originally for Rosario Dawson. Yeah, I had such a good time working on Clerks II with her. I thought she was fantastic. The whole time I‘m working on the Zack and Miri script I‘m telling her and she‘s like, “Right on.” Then I gave her the script and her one question is, “Isn‘t it close to Becky in as much like I fall in love with a loser again?” And I was like, “This is comedy in the 21st century! It‘s all about women and losers. That‘s all I‘ve ever done.” We never went to her with an official offer but it was understood that I was writing it for her. Then I found out online that she committed to do Eagle Eye, which I get — it‘s Shia LeBeouf and D.J. Caruso and Spielberg is producing, but, man, to find out that way, reading online? Suddenly we were in open territory. We narrowed it down to six names and, alphabetically, Elizabeth Banks was at the top of the list. Now I liked all the other names, but I liked Banks because she‘s always been really good in everything I‘ve seen, particularly Invincible. Seth immediately went to Banks. She was in 40-Year-Old Virgin and had gotten pretty far in the Knocked Up auditions — she had just missed it. So I met her and she came on.

What‘s it like working with someone like Rogen who can both write and improvise? He‘s the goods and a smart motherfucker. Everyone‘s like, “Oh, he loves to improv,” but I don‘t think of it like that. I think of it more as adlibbing than improvising. Improv to me is like, “Let‘s go and make up everything.” Seth is innately gifted at finding a way to inject a line that doesn‘t derail a scene. They are what the character would say and they move the plot forward. I have never met anybody as good at that as Seth. That being said, the dude would do the script and then do the adlibs.

How did you end up setting the film in Pittsburgh? The first draft was set in Minnesota in Saint Cloud because I wanted to go to the one place in the world that nobody would think about making porn. If the San Fernando Valley is the cradle of porn, I wanted to be in a place that‘s the opposite of that on every front. And then, I think [producer Scott] Mosier suggested Pittsburgh, where we shot Dogma. We got a huge tax-incentive break by shooting there, and I thought Pittsburgh made even more sense than Saint Cloud because Minnesota at least has the Twin Cities, and it seems a more cultured area than Pittsburgh, which is largely considered a steel town.

You have both a porn star and a porn legend in the film. How did that happen? Seth was delighted that he didn‘t have as many hats to wear [on this film] as he normally does, but he‘s an idea man and it‘s tough to turn that off. So right away he was like, “I think for the roles of Stacy and Bubbles we should get real porn actresses.” His point was you get an adult film actress and when it comes time to disrobe you‘re hitting them up with something that is a thousand times easier than what they would normally do on a set. You can‘t ask a porn actress to do anything that‘s more outrageous than what she does in her day job. So I was looking on YouTube and I saw this clip from an actress I‘d never heard of named Katie Morgan. It wasn‘t a porn clip, it was a performance clip — the acting part of a porn. I thought, “This chick can act.” She‘s funny. So we brought her in and she was great. Traci Lords came way later in the game. We never wanted to go to Traci Lords because we thought she‘s done with porn, and even casting her in a movie that has porno in the title will never happen. She dug the script, though, and said, “It is kind of tough for me to do based on who I am and where I came from, but that shit happened 20 years ago. Maybe it‘s time to embrace it and say, ‘Yeah I did porn.‘” So we got lucky there.

You were successful to get the film down from NC-17 to an R-rating. I read that this latest appeal is your third win. What‘s the secret? The first one I can‘t really take huge amounts of credit for because there was no way that wasn‘t going to get overturned. This was for Clerks and it was all language-based. It was just people sitting around talking. Jersey Girl they initially gave us an R for a sequence in which Ben [Affleck] and Liv [Tyler] are in the diner talking about masturbation. I think [head of Classification and Rating Administration] Joan Graves was like, “If I had a 16-year-old daughter I don‘t think I would want her sitting there listening to this con-versation.” My point was that if you‘ve got a 16-year-old daughter she knows exactly what sex is, and she‘s not going to learn anything new about masturbation from this movie. So with that one I actually had to get up and plead my case. But with Zack and Miri I really felt like I was fucking Clarence Darrow standing up there! This is the first time where I felt like we could actually lose because they had visuals to point to. But luckily I was able cite precedents. Yes, there is a lot of thrusting in the sex scenes in [Zack and Miri], so I cited Taking Lives with Angelina Jolie and Ethan Hawke and pointed out there‘s a sex scene between those two actors that is about as steamy as anything I‘ve ever seen in a mainstream movie. That scene is designed to titillate, it‘s erotic in nature, but our scene is comedic — it‘s a fucking caricature of sex. It‘s a caricature of a caricature because we‘re not even showing real sex. Porno sex is ridiculous and funny to begin with because nobody, I don‘t care who you are, nobody does 26 positions in 10 minutes. It just doesn‘t happen. So that seemed to work, and they overturned it 10 to 4.

The business has changed a lot since you burst on the scene with Clerks in 1994. If you were starting out today, how do you think you‘d try to break in? If I was starting right now I would be like, “Hey, Apatow does it.” [laughs] I would use that dude left and right. People ask me, “Man, don‘t you hate Apatow?” And I say, “I love Judd Apatow. a) He makes good movies, and b) the dude has proven that material like ours has an audience.” I have never gone above $30 million [box office gross] on any film and my stuff is kind of the same formula as his in that it is very dirty and it‘s very sweet at the same time. He has been able to punch through and prove that there‘s more of an audience out there for a movie like this than the audience that I‘ve had thus far.

Let‘s talk about your next film, Red State, which sounds like a real departure for you. Red State is as much a 180-degree turn as you can get from Zack and Miri. It‘s not comedic at all. It‘s a straightforward horror/thriller but it‘s not a standard slasher movie — it‘s political horror. For the first time in almost 15 years the Weinsteins said no and it‘s not even an expensive movie. It‘s like a $5 million movie and they were like, “We don‘t know how to market this, we don‘t know how to sell this, and it‘s more trouble than it‘s worth.” I couldn‘t be mad, they‘ve said yes to everything else. So I can go out now and independently make it. It will be the first time we‘ve made an indie film since Clerks. But finding people to back it has been tough because it‘s rather touchy subject matter.

What‘s it about? It‘s about fundamentalism that goes to a heinous degree. After Sept. 11 we were looking for the enemy outside and this is about looking for the enemy within. Before we discovered international terrorism on our home soil we‘ve been multiple victims of domestic terrorism. It will be very traumatic and very horrific. It‘s either going to work like gangbusters or people are going to be like, “Go back to comedy, you idiot!” It‘s going to be a real changeup. It‘s very Spartan when it comes to dialogue and it‘s not about relationships. But I gotta tell you, when people say they don‘t want to put in the money, it‘s a little off-putting but it fuels me a little more. Nothing worthwhile is easy and this is the farthest from easy, so Jesus, it must be worthwhile.