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Well, here it is folks -- the unseen and dangerous transcript to the Ben Stiller Show reunion in Aspen. It's lain dormant since March, and is only now publically seeing the light of day. Poor Andy Richter. Now we know why he doesn't sit behind the desk on Late Night.

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[CLIP SHOWN: "THE BEN STILLER SHOW: BEHIND THE MUSIC"]

ANNOUNCER: Ladies and gentlemen, please welcome, Andy Richter. [applause and laughter as Richter enters in loud ski outfit.]

ANDY RICHTER: Thank you, Thank you very much. I just got in today and I could not wait to get into some comfortable clothes, [laughter] start kicking it Aspen style. Thank you. Thank you.

In talking to people today, around town, I started to get a little nervous about tills because I got the impression that people are thinking that tonight's program is some kind of joke.

You know, like, "Oh, that show was on for about five minutes seven years ago, I mean, a reunion, it's got to be a joke." No way. We're deadly serious about this. And you know, think of this as the little tribute show, the little horseshit tribute show that could. We can be just as self aggrandizing as a real reunion. And we can auto-fellate with the best of them. [laughter]

And as proof, we're going to Show a bunch of clips, obviously. The first clip package - you know we could have called it, "Highlights," or "Some Favorites." We're calling it "The Greatest Hits." The show was on for 12 weeks. [laughter] The audacity, the brass. But here they are, "The Greatest Hits."

[CLIP SHOWN: "BEN STILLER SHOW": GREATEST HITS]

RICHTER: Okay, let's introduce the two guys in charge of this show, Ben Stiller Judd Apatow. Come on out, guys. [applause] How you doing?

BEN STILLER: All right. How's it going?

RICHTER: If you guys don't mind. could you wear these? 'Cause it would really - it would just help me out a lot. [hands them name tag stickers]

STILLER: It's so funny, Andy, I'm so used to sitting like this. [Facing away, is if sitting on "Late Night with Conan O'Brien" as a guest]

RICHTER: I know. I know. And I can see the stars, too, when we sit like that.

STILLER: Right.

RICHTER: Oh, guys, how did you two meet, to get started doing this show?

STILLER: We met - I've been developing a show with Jeff Kahn this other writer who worked on the show, for like a year, over a year at Fox. Which we had done a show at MTV before, that was also called, "The Ben Stiller Show." And that got cancelled after 13 episodes.

RICHTER: Wow.

STILLER: Yeah. So

RICHTER: You're poison. [laughter]

STILLER: Yup. So we thought, yeah, why don't we do that on Fox. And so we -- I guess we did the MTV show... are you alright'?

RICHTER: I just - my mike has gone somewhere. [laughter]

JUDD APATOW: You must be getting hot.

RICHTER: Yeah, I thought this sweater was a great idea. Up until about five minutes ago.

STILLER: Anyway, so we did this- -

RICHTER: Sorry.

STILLER: -- on the MTV show we did-

RICHTER: Wail, wait, wait

STILLER: -- one episode where my character wanted to get a show on Fox, We did a bunch of parodies of Fox shows. And Fox saw that and said, "0h, that was funny, why don't you come and develop a real show for us?"

RICHTER: Okay.

STILLER: And then that took like a year. And we just went around in circles, because they wanted to have a sketch show, but they wanted to have a storyline also.

RICHTER: But it was a different concept-

STILLER: This was before I met Judd.

RICHTER: Oh, this is before?

STILLER: Yeah, yeah.

RICHTER: Okay.

STILLER: And it was like - the ideas was like I worked in a laundromat that was also a video store, and I - yeah, it was horrible. [laughs] And we went into sketches, so it was like a story about this guy. It was just bad, it didn't work. There was a reason I think why there aren't sketch shows that have storylines in them.

RICHTER: Right.

STILLER: They just really don't work.

RICHTER: Yeah.

STILLER: So, we tried that for a year, and then it failed, and they basically said, you know, that's it. And then I met Judd at this Elvis Costello Unplugged concert, in line. Right? And then two days -

APATOW: I was just distracted by Andy's boots.

STILLER: Yeah. They're nice.

RICHTER: Nice kitty. (laughter]

STILLER: And so we - what happened? We met and we didn't know - we just had mutual friends. And then two days later we got together and talked about putting - we didn't really know each other-

RICHTER: Right.

STILLER: -- and we started to bilk about doing a show together.

RICHTER: What was it about meeting Judd that sort of reinvigorated the show? Or the plans to do (he show?

APATOW: I couldn't got a job at the time.

RICHTER: Right.

STILLER: He was a stand-up comedian and he was doing like˝

APATOW: I was opening up on the road for Jim Carrey, and every night I would watch him and just think, "Oh my God, I'm never going to be that good, ever." And I was really depressed, and I wrote specs for "The Simpsons" and "Got A Life." And I couldn't get a job anywhere in town, so I wrote these three Tom Arnold specials And clearly Ben knew the man he wanted from seeing those. [laughter]

STILLER: Yeah.

APATOW: And so, my enthusiasm to get a job.

STILLER: But it was really strange because we just got together, we didn't know each other, and we said, why don't we just do a straight-on sketch show. And we thought of people who we knew who we'd all been hanging out with who were funny, Janeane and-

RICHTER: Right.

STILLER: --Bob Odenkirk and - 'Cause I'd been on "Saturday Night Live" for like five weeks in 1989, as a writer and Bob had been working there. I met Andy Dick in Chicago in 1988, and Janeane I'd met out in L.A. when I moved out there around 1990.

APATOW: Didn't you like make out with her, or something?

STILLER: Yeah, I did.

RICHTER: Well, that's sort of the story between you two, too.

APATOW: Yeah.

RICHTER: Yeah. [laughter] Elvis Costello Unplugged, what else

STILLER: That's right.

RICHTER: --are you going to do but make out, [laughter] you know.

APATOW: Right.

RICHTER: Now I understand, too - [laughter] I understand that there were three pilots that you shot.

STILLER: Yes.

APATOW: Yeah.

STILLER; Yeah.

RICHTER: Why?

APATOW: They were terrible.

RICHTER: Oh.

STILLER: The show just really wasn't - again they had like the problem like, okay, we like the sketches but what about the in-between stuff.

RICHTER: Oh, yeah, yeah, yeah.

STILLER: So they kept on -

RICHTER: Oh, you mean, the unimportant part

APATOW: Yeah.

STILLER: Right, the unfunny part.

APATOW: The first premise for the show was supposed to be that Ben ran a film school, and you would have all these students who would be the cast. And that they would then show their film. And in addition to that, lie was giving out grants to people to make films. Is it complicated enough yet? And like-

RICHTER: Well you know, that is an old comedy chestnut, the grant giving. [laughter]

APATOW: Yes. [laughs]

STILLER: I know. Another sketch show that has the head of a film school.

RICHTER: Yeah, giving out grants. [laughter]

APATOW: And we sold that to HBO, and they wanted it to be on late at night, and we figured well we'd have a small following, and maybe we could survive for a while. But then HBO, they sold it to Fox, and Fox said, we love it, but could we switch the film school to Ben just moved to Hollywood. And through these storylines we go to the sketches.

STILLER: So then we filmed one like a single camera version of me and this house. We used Mark Lanow's house, the guy who owns the Improv. We used his house under the Hollywood sign, and you know, I was talking to the camera and my wacky friends would come over, Andy and everybody. And then we'd go to the sketches, and it didn't really work too well. Then we did the same thing, basically -

APATOW: Again.

STILLER: --on a set though. And I was in a tuxedo for some reason.

RICHTER: [laughsl Probably because YOU looked good.

STILLER: Yeah. Yeah. And that was - that didn't work either. And then we were getting down to the point where they were saying, okay, well, we don't know what to do and we don't think we're going to put the show on the air unless you can come Lip with some other idea.

APATOW: The most brilliant wraparounds are what we came up with.

STILLER: Yeah. Right, We just basically came down to like, okay, what if we just took a Super-8 camera and just filmed me talking to like some celebrity, or you know, in between - said, like let's go to the sketch, or the movie,. And that's what we ended up doing. Then they let us do it.

RICHTER: So, you started doing the show. flow was it received by the network first of all?

STILLER: Not well.

RICHTER: Not well? [laughter]

STILLER: No. I mean, we were up against -- first of all, I think there was a changeover in the network when we came on the air, which I think affected everything. Like the new guy didn't like us, didn't think we were funny. And we were also tip against

RICHTER: That's alpha male stuff, basically.

STILLER: Yeah. Right.

RICHTER: You know, lie's got to be the "silver back," so you know... [laughter]

STILLER: Okay.

RICHTER: "Kill all the young of the previous males," that kind of thing.

STILLER: Right.

RICHTER: Anyway, go ahead. (laughter]

APATOW: So he put us up against" 60 Minutes" at 7:30, which is always oil optimum time for sketch comedy.

RICHTER: Exactly. [laughter]

APATOW: And our ratings were so low, I remember one work we were up against an Amy Fisher movie and a Princess Di movie. And we got like a 2.2 or something, and we just went down within a week.

STILLER: Like we were the lowest rating show in television almost every week. We were like 102.

APATOW: After "WHOOPS."

STILLER: Yeah. [laughter] I don't even know what "WHOOPS" was.

RICHTER: "WHOOPS" was a post-apocalyptic comedy about nuclear war and a bunch of guys that were left, and it's hilarious.

STILLER: Boy, talk about a chestnut. That's another one.

APATOW: So, then they moved us to - they wanted to give us a chance, so they moved us to Sunday at 10:30.

STILLER: Right. And at that point, like 30% of the Fox affiliates didn't even air Fox shows after 10:00. [laughter]

RICHTER: You were telling me about the advertising campaign that they had?

STILLER: Oh yeah. Yeah, yeah, yeah. Well, they didn't really give us a big push. You know, I think every year they choose certain shows that they're going to get behind, and we just didn't get that. So they had a generic comedy ad campaign that I think they stuck us in.

RICHTER: Just drop in the show,

STILLER: Yeah. Yeah, the night that the show premiered, in TV Guide, there was this half-page ad. And actually we used a line of it in one of the "Skank" episodes, it was a stick figure of a dog pissing on a fire hydrant. And it said, "Something smells funny on Fox, 'The Ben Stiller Show."' You know, which really wasn't - it's not like it wasn't tailored specifically for the show.

RICHTER: A sketch comedy with urine themes.

STILLER: Yeah, exactly.

RICHTER: That's great.

STILLER: Tune in.

RICHTER: Now did they try and like, you know, validate their dislike of the show with focus groups and that kind of thing?

STILLER: Well, we had to go through the Whole focus group thing, you know, which is a horrible experience. Because you have to sit behind the one-way mirror and-

RICHTER: Was it like in a mall or something?

APATOW: They get the people from the mall. They bring them to this room, and there's a oneway glass. And they give them sandwiches, and it's so-

STILLER: That's the enticement to come, is they get free sandwiches.

APATOW: And like $15.00˝

RICHTER: And they think they're testing out new "American Singles," right?

STILLER: Right.

RICHTER: Rather than a TV show.

APATOW: They're watching a show with 12 strangers, and the thing I remember most about it was they just hated it, except for one like Star Trek nerd, and we had a "Star Trek" sketch, and he just worshipped us, and everybody else hated us. And there was a guy ˝

STILLER: Yeah. Then there was an amputee with a can on his stump that was - I think like it was-- I don't know why he was there, but he thought he was going to get some money, or something, for being there. And he was very positive, I thought, actually. [laughter]

APATOW: Yeah. He hated the show and he had no foot, and a Maxwell House ˝

RICHTER: But did he hate the show?

APATOW: --coffee cup can taped to his jeans. And he kept talking about how his foot was going to come in soon, and he was waiting on his foot. [laughter] And he hated the show. And I kept thinking, you know what, when they write up the report, they're never going to write, the guy had a coffee can for a foot. [laughter)

RICHTER: Well, now

STILLER: That doesn't really mean anything though.

RICHTER: Yeah, you can still have excellent taste.

STILLER: You can like it or not like it.

RICHTER: Even with the coffee Can foot.

STILLER: It's a cop-out.

APATOW: But then he left and they really hated it, They liked the wraparounds better than the sketches. And we were in the elevator, and you walk in, and there was five people from the focus group who had just ripped Ben apart for the Iast hour. And we were like in the elevator with them- [laughter]

STILLER: It's really weird. It's like your worst high school nightmare.

RICHTER: Absolutely. Yeah.

STILLER: It was horrible.

RICHTER: Now, the focus groups didn't fire well there. What about reviews, how did

STILLER: We did pretty good on reviews. I mean, there were a couple of people who hated us, too, you know.

RICHTER: Yeah, you probably don't remember the exact wording of the good ones, but you always-

STILLER: What, you mean, the Tom Shales Washington Post ones?

RICHTER: You always remember the wording of the bad ones.

STILLER: Yeah, totally, But Tom Shales was like, you know-

RICHTER: Any specifies you want to share?

STILLER: No, I don't. No. No.

APATOW: Tom Shales hated us so much that he also referenced that Ben wasn't funny on "Letterman" last week.

STILLER: I know. I got a review -- like the first time I got to go on "David "Letterman," I was so nervous, I was horrible. And lie reviewed [laughing] that, too. Which was--

APATOW: He said it was a poisoning of the airwaves.

STILLER: The funny thing - [laughter]

APATOW: And what was it The Daily News said? It was like scraps from MTV's editing room.

STILLER: The funny thing in the Tom Shales' review also was that he like attributed everything to like my parents. Like the reason I had a show is 'cause Stiller and Meara, you know, were my parents, which I just thought was so funny.

'Cause, you know, like Stiller and Meara are really these, you know, godfathers of show business pulling strings. [laughter]

RICHTER: Puppetmasters.

STILLER: You know, it just seems funny.

RICHTER: So, I guess at a certain point then, I mean, you sort of have told me this, that you kind of could see the writing on the wall. And you knew that you weren't getting welcomed with open arms.

STILLER: Yes.

RICHTER: So, you then decided to just ride it out, basically.

STILLER: Yeah. I think --

APATOW: Well, we knew it was going to fail as soon as Peter Chernin left as the head of Fox. He was our supporter.

STILLER: Yeah, the guy who brought us in, left, and this new guy came in and like didn't--

APATOW: And so, like before we started, we said, this is probably just -- we'll get 13 and we'll air on Comedy Central for the rest of our lives. Let's make it is good as we can, so we're not embarrassed 10 years from now.

STILLER: Yeah. I remember like the last couple of days we just did things to kind of- just to kind of amuse ourselves. Like there was this one sketch called -- it was about "T.J. O'Pootertoots," which was one of those like -- songs. And the idea was like they were serving human food, you know, it was a soylent green type of thing. And I think we rewrote it. It was like the second or third to the Iast day of shooting, and okay, let's rewrite it entirely and let's make it 11 pages long. Let's put in - we put in a stunt and we did all this stuff, it was just so over the top. Because we just knew it was kind of like our last hurrah.

RICHTER: Now, nobody had ever done it sketch show before. How did you know exactly how to put it on? What was the work process like?

STILLER: Nobody had ever done a sketch show?

APATOW: WE had never done a sketch show.

RICHTER: But I mean - you know, like a network - well, you'd done the MTV thing, but I mean, you guys hadn't - You know how they always - you know, it's always like, we need a guy to run the show that's done it before.

STILLER: Oh yeah, yeah. They brought in people.

APATOW: Yeah, they brought in someone who was supposed to be above us. But then he would always say, they tell me I can do whatever I want, but I'm not gonna.

STILLER: Right, lie was actually cool. Then we put him on the show, too, Icause, we thought he was really funny. Yeah.

RICHTER: Did you have like table readings and things like that?

STILLER: Yeah. Yeah. I mean, Judd was really running the show, and you were what, like 26?

APATOW: I was 24.

STILLER: And you'd get into fights with the network. Like these vicious, vicious arguments that I think ended up being one of the reasons we were cancelled. 'Cause they hated you, I think. [laughter] No, no, no, I don't mean that as bad. I mean, like they just Nvere so like frightened Of us that they kind of-

APATOW: Well, what happened was, before it started I asked Eric Gold for advice. [laughter] And he was working on "In Living Color," he was in charge of "Living Color." I said, what do I do, and he said, "If they give you notes and you take them, and the show is bad, they're never going to say it was their fault." And so I never took one note that they ever gave. [laughter] And I had absolutely no tact whatsoever. And I didn't know how. So they would give me notes and I would go, "Well, I'm not changing anything, so what happens next?" [laughter] So they didn't like us too much.

I would sit Iii my office reading that Steven Covey book, Seven Habits Of Highly Effective People, trying to figure out how to run a staff, and I was so scared.

RICHTER: Now, from seeing some of the clips and also from what I remember of the show, it seemed like somebody around there was trying to resurrect some forgotten TV careers. And you had a lot of "celebrities" on the show.

STILLER: Yeah, that's rght. [laughs]

RICHTER: And the reason behind that is?

APATOW: No one would do the show.

STILLER: Yeah, that's true.

APATOW: So, we would get like Todd Bridges and Gary Coleman, and...

STILLER: We had Todd Bridges, Gary Coleman, Herve Villechaize was on.

APATOW: Herve Villechaize threatened to like kill my assistant while he was there.

RICHTER: Because?

APATOW: Well, my assistant was playing a bartender, and his girlfriend was an extra, and he saw Horve Villechaize talking to his girlfriend. And kidding around he turned to someone and said, "Hey, he's hitting on my girlfriend. I should go kick his little ass." And later in the day, Herve Villechaize walked up to him and said, [imitating Herve Villechaize] "I hear you want to kick my ass!" He said, "No, no, no, I'm a big fan of yours." And he goes, "That's not what I hear." [laughter] Okay, I'm out on a limb on that one.

STILLER: No, it's true, he carried a gun.

RICHTER: Did he have a gun?

STILLER: Yeah. I mean, he was really nice. I mean, I think everybody who did - I was very appreciative of everybody who did the show. 'Cause nobody knew who we were, what we were doing. So, you know, any time somebody agreed to do a show it was like a big victory. We had Mickey Dolenz who I think is here tonight, who was - we did this sketch called, "The Grungies," which was kind of a take-off on The Monkeys. And Mickey did a cameo in it, too.

RICHTER. That's actually good segue point for tile next clip package, which you guys did a lot of sort of musical-themed comedy.

STILLER: Yeah. I mean, I have to say, you know, the whole thing -- just before we go on -- it was like we made a joke about it in the thing, but it was so influenced by "SCTV" and all those guys are here tonight. I just want to say, we just worship you. And that was our inspiration for the show. And we wee trying to rip off "SCTV." [laughs]

I mean, we were afraid they would ever find out. [laughter]

So, like everything that we did I think kind of came through some filters like what they had done, and they did a lot of musical stuff and a lot of you know, film mixing characters. So yeah.

RICHTER: So, let's take a look at tile musical package here.

[CLIP SHOWN: "BEN STILLER SHOW" MUSICAL PACKAGE]

RICHTER: Now, playing Iceman McGee in that sketch was Bob Odenkirk, who [applause] yes who couldn't be with us here tonight. He is a new father and he has responsibilities. But he did send a greeting and he wanted to be a part of it by videotape. So if we could roll that -just so he doesn't feel left out.

BOB ODENKIRK [ON TAPE]: Get up Andy! Get up off the floor! Get off the floor, Andy! Oh, hi. [chuckles] I wasn't talking to you, Andy Richter. Heh-heh. Look... [laughter] I wish I could be there at Ilie reunion in Aspen, but I had to stay here in L.A. to do some very important work. But I wanted to say hi to all my fellow cast members, Ben and Janeane. And I also wanted to say a special hi to Andy Dick.

And just mention that I had a great time doing the show. We had some really good times. Three. We had three really good times. One of them was [laughs] one of them was even kind of funny. [laughter] you guys have a great time with the skiing and a great time with the reunion, and I'll see you later. Thanks.

RICHTER: Okay. [laughter] Thank you, Bob.

ODENKIRK: Oh! Good luck.

[Odenkirk remains on videotape - Causes intermittent audience laughter during following sequence]

RICHTER: All right, we'll just go on.

STILLER: It looks like lie's in some sort of audition there.

RICHTER: Yeah, I don't know what's going on. ... [laughter] All right, well, let just move on. I'd like it) introduce the next... [laughter] the next cast member. Let's bring out Janeane Garofalo. Janeane, come on out. [applause]

JANEANE GAROFALO! Thank you. Thank you.

RICHTER: You're welcome. So... [laughter at Odenkirk on tape]

GAROVALO: Oh!

RICHTER: So...[laughter] I think everybody pretty much wants to hear about

the making out.

GAROFALO: The making out?

RICHTER: Yeah, the making out.

GAROFALO: Between you and I?

STILLER: Yeah. Drunk and make out?

GAROFALO: It's just the same old story. [laughter] Same old drunken debauch, it's unhealthy.

RICHTER; You know, let's just move on.

STILLER: That was a great story.

GAROFALO: I have no idea, I didn't know.

RICHTER: Now before this show, you had primarily been doing stand-up, right?

GAROFALO: Yes... [laughter at Odenkirk]

RICHTER: So, this was sort of a departure for you, to do a special like this?

GAROFALO:I should just not talk and let Bob have his day. [laughs]

RICHTER: This seemed like a good idea, too. So, how was that, you know, to go into a situation where you were doing all this character work?

GAROFALO: Make the transition from stand-up-- Making the transition from stand-up to doing this?

RICHTER: From stand-up to character work?

GAROFALO: Yes. I storied doing stand-up in '85, when I was in college, and... [laughter] he [indicating Odenkirkj loves this, he loves this story. And then I met Ben, and Ben asked me to do the show. I had never really done anything - like the first of anything I ever did that - like that was Juliette Lewis in "Cape Munster," who was my first throwing my hat in the ring of whatever this is, sketch comedy, or whatever.

So, the transition actually was difficult in that I didn't even know about off-camera dialogue, or feeding off-camera lines, or hitting marks, and standing in your light, and things of that nature... [laughter] I told you he [Odenkirkj loves this story. Loves that bit about hitting your mark... [laughter] So that's what the transition was like for me.

RICHTER: So, that's what the transition was like?

APATOW: I think we all should have videotaped ourselves. [laughter]

GAROFALO: I know.

RICHTER: It would have been good... [Iaughter] So, I don't know what to say either. I mean, I'm sort of creeped out by this also. [laughterl I know, I know, I know. Jeez... When the show ended, I mean, were you devastated?

GAROFALO: I was really unhappy that it had ended, but we saw that coming, I think. I mean, the network was always displeased with us. But I was also on "The Larry Sanders Show" by that time, when it had ended.

RICHTER: Oh, you were?

GAROFALO: So, I luckily had a job. And I was still doing stand-up, also, simultaneously. But I never thought I would really do other TV besides "Larry Sanders" and "Ben Stiller." Like I thought that was the end of the line, and I had achieved more than I had even hoped for. And then I wound up in "Reality Bites' and things just kind happening after that. But I had no intention of like continuing to act, or do anything like that.

RICHTER: Was working on Ben's show, was that the first time you met Garry Shundling?

GAROFALO: Yes.

RICHTER: It was?

GAROFALO: Yeah. I met him in a make-up chair

RICHTER: And did that sort of segue into

GAROFALO: And that segued into playing Paula on "The Larry Sanders Show." It was very fortuitous for me.

RICHTER: That's good... (laughter]

APATOW: [indicating Odenkirk] He's not buying it.

RICHTER: It seems they're having a problem with your word usage, [laughter] fortuitous. hmm...

GAROFALO: [under laughter] --is Iliat wrong? I'm just feeling so much - a lot of fatigue [pronounced "fatty-goo"] from the altitude.

RICHTER: [laughs] I know. Are you having any altitude problems?

GAROFALO: I just said fatigue [pronounced "fatty-goo"] instead of fatigue.

RICHTER: Right, but that's - no one noticed.

GAROFALO: No one notices what I'm saying. They're all busy watching Bob. [laughter]

RICHTER: Oh boy, I don't know where to go with this now. So, do you have any - is there anything with the different sort of - the... [Iaughter] you know, your Reuben Kincaids that were coming on the show, was there any point, any funny anecdotes that you had, like Herve Villechaize palling a gun on you, or anything?

GAROFALO: I don't think I have any funny -

APATOW: No funny anecdote?

GAROFALO: Oh, I think Bob wants to butt in.

ODENKIRK [ON TAPE] Yeah, can I say something, Andy?

RICHTER: Yeah, sure. Thank you.

ODENKIRK [ON TAPE]: I just want to - I'm sorry to interrupt. I just want to tell a little story herr, 'cause I'm listening to what you guys are saying, and I think

I have something that might color things a little differently. But it's basicaIly about how the show is named. And do you guys mind if I tell this back? No? No, Janeane?

GAROFALO: Nuh-hmm.

ODENKIRK [ON TAPE]: [laughs] Okay, all right, I'm telling. I'm telling. I'm tattling on everyone here [laughter] I'm gonna do this, A little insider information. The show was originally scheduled to be opposite "60 Minutes,- and that's all they knew about it. Was that they wanted to something on Fox, opposite "60 Minutes." Because up until this point, Fox just would run dead air, And [laughter] so, they called it originally "30 Minutes." 'Cause they really only had an idea for it 30-minute show. They were just going to run dead air the other 30

[Janeane laughs]

And then, once they hired us, they hired Ben and Janeane, and Andy and myself, and they called the show, "Four Nuts," 'Cause they thought we were just nuts. And then very quickly, Janeane captured their hearts. And I don't know how she does it, she's a heart capturer. I don't know if she has some kind of net, or [laughter] whatever, however she captures hearts, she did it and they called the show, for a short time, "Garofalo!" with an exclamation. [laughter.]

And then after a few more rehearsals, the network was coming and they saw Andy Dick rise to the top, the way he can. And they changed the name of he show to "Insidr Washington With Andy Dick." [laughter] I don't know why thry called it "Inside Washington." They have their own ideas. I guess 'cause it was a Sunday show.

Then I took the lead. And I don't know how I did it either. I guess I wined and dined a few people, but they changed the name of ithe show to "Bob Odenkirk Presents Andy Dick In 'Garofalo!' Featuring Ben Stiller." [laughter] And that lasted right up until show time.

And then I guess they found out through some channels, I don't know, some news weekly, that Ben was related to Stiller and Meara, and they didn't want to piss them off, so, 'Ben Stiller Show." But... anyways, that's the story,

STILLER: Thanks, Bob. Thanks a lot, Bob.

RICHTER: Yeah, thanks, Bob. [laughter]

ODENKIRK [ON TAPE]: Yeah, [laugter]

[Andy Dick staggers through theater onto stage, wearing a beehive blond wig and sunglasses]

ANDY DICK: Yeah, thanks, Bob.

GAROFALO: Oh my God!

DICK: I couldn't find the fucking theater. [laughter] I couldn't find the fucking theater.

APATOW: Wow.

DICK: I couldn't find the fucking theater. [laughter] But I found it! I fucking found it!

RICHTER: Ladies and gentlemen, Andy Dick. [applause]

DICK: How you doing? [applause] How you doing, Andy?

RICHTER: Very nice.

DICK: How's Conan the Barbarian?

RICHTER: Huh?

DICK: Conan! How is he?

RICHTER: I think he's here somewhere. How are you, Conan?

CONAN O'BRIEN [from audience]: I'm doing good.

RICHTER: Ile's doing good

DICK: Con somebody get me another root beer? [throws bottle offstage]

STILLER: Ooh! Wow.

RICHTER: You know, I think it's time for clip package.

DICK: Oh, how you doing, Janeane? [laughter] Am I wearing enough fucking black for you? [laughter] Am I hip enough? No, I got a few things to say to a couple people here, before we move on in our little video segments. [takes off sunglasses, revealing another pair of glasses]

RICHTER: Oh my God, he had two pairs of glasses on. [laughter]

RICHTER: Hey, Andy, why don't you just - why don't you--

DICK: Why don't you just...

RICHTER: You know what --

DICK: Benjamin Stillman. [sic] I've never been better.

RICHTER: And you know what I think would make everybody feel better?

DICK: What?

RICHTER: Some film parodies.

DICK: Take the wig off? There you go.

RICHTER: No, some film parodies.

DICK: That's me in the raw. I want to say something to Benjamin Stillman.

RICHTER: Okay.

DICK: I did not have... a drug out -- a drug and/or alcoholic problems until I was on your god-fucking show! [laughter] Gee, I should... [stomps on floor] crush your fucking skull! [laughter] Hey, look what Comedy Central gave me. [dumps out gift bag] [applause] Did you get one of these?

RICHTER: Seriously, let's just roll the clip-

DICK: [takes drink through red crepe paper] Ugh, it's bleeding, like whop you pee and You wearing paper.

RICHTER: --Film Parodies." Please, just let's roll it

[CLIP SHOWIN: "BEN STILLER SHOW" FILM PARODIES]

[laughter/applause]

RICHTER: Hey, Andy'?

STILLER: That was great work, Andy.

RICHTER: We just saw

DICK: I like it, I like it.

RICHTER: We saw you as Woody Allen as the Mummy.

DICK: I like it.

RICHTER: I understand there was a problem as to who would be cast as the Mummy.

DICK: [with heavy drunken slurring) You talkin' about Jeff Kahn-o-fuckin-faggot?

RICHTER: Yeah, Jeff Kahn, he was the writer of the sketch.

DICK: Is he here? [stands]

STILLER: No, he's not. I don't think you should - Andy, Andy, he's

DICK: Jeffrey Kahn?

STILLER: No, he's not - he didn't come to the reunion.

DICK: I'll sniff him out. [laughter] Who did come besides you? [goes to edge of stage, calls] Jerry Seinfeld?! Seinfeld? Raise your hand and be counted! Like a fucking man ... [laughter]

RICHTER: You know, you guys also did

DICK: [overlapping]I told you he was a fucking cunt bitch.

STILLER: Ooh, Jesus.

DICK: OOOH! [laughter] Ooh, I just shat on the God of them all. [laughter] Fuck off Ben.

RICHTER: You know, you guys also did a lot of TV parodies, I understand. Let's take a look at some of those now.

[CLIPS SHOWN: "BEN STILLER SHOW" TV PARODIES]

[applause]

RICHTER: Now, playing the other cop in that is sort of the fifth cast member, your utility player, a guy named John O'Donohue, who was very involved in the show.

DICK: Johnny!

RICHTER: Let's bring John out. [applause]

DICK: Johnny!

RICHTER: There lie is.

STILLER: John was - I met John -

DICK: I didn't know you were here.

JOHN O'DONOHUE: Yeah, I'm here, I'm here.

STILLER: --in 1989, I think. I did this special with Colin Quinn called "Back to Brooklyn," and we did a sketch where it was a wake, an Irish wake, and John just came in on a Backstage - open call, Backstage, the paper - and then he ended up playing cop who beat up people and me.

[Dick collapses]

APATOW: Oh, man. [laughter]

STILLER: So anyway, he became our generic cop guy.

RICHTER: Right. And did you do other stuff on the show other than just the cops?

O'DONOIIUF: Yeah. I did the Deadhead Insurance Mail - was one of my favorites

RICHTER: Deadhead Insurance Man?

O'DONOHUE I sold insurance-

DICK: [overlapping] You kicked ass with that fucking thing.

O'DONOHUE: Thank you. [laughter] Thank you, Andy. And by the way, Andy, I love your outfit.

RICHTER: Thank you very much. Thank you. I like yours, too.

O'DONOHUE: It's dope, you know what I'm saying?

RICHTER: Thank you, I'm trying for "dope "

O'DONOHUE: See, I've got to talk like that because I'M a little bit older than these guys, and in order for me to fit in, I've got to say "dope" and "bad" and shit like that, know what I'm saying?

RICHTER: That's perfectly acceptable. You're among friends, for the most part. [laughter] So did you - were you already out in L.A. when this--

O'DONOHUE: Well, yeah, I was. I came out I retired from the police force in 1989.

STILLER: Yeah, John's a real cop.

O'DONOHUE: And there's a true story now that can be told now. Ben doesn't know this story. The way I got the job, I was working the midnight-to-8:00 shift in the meat-packing district in New York. And I'm just starting the tour, I'm walking my post, minding my own business. I'm going to Luigi's for a little cannoli and some double latte, you know. And all of a sudden, down on the corner of 14th Street down by the river, where all these transvestites hang out,who do I see but Andy Dick. He's standing there with his penis out. [laughter] So I had to make a decision--

DICK: Don't tell that fuckin' story. [laughterl

0'DONOHUE: I've got to tell it, Andy. I've got to tell it because, hey, I'm real. I'm about the real deal.

DICK: [overlapping] Johnny, if you fuckin' tell that fucking story! [voices overlap,l

O'DONCHUE: I'm about the real deal. I'm not about - I'm not a half-assed, candyass, half-a-fag

DICK: Do not tell that fucking story!

ODENKIRK [ON TAPE]: [overlapping] All right, all right, I'm here. I'm

RICHTER: Wait, Bob, time we got Bob's--

ODENKIRK [ON TAPE]: I'm reading for the part of Bob. Yeah, okay, it's my turn. Excuse me, everyone. This has been really entertaining.

DICK: [overlapping] The End! Do not tell the story! [voices overlap]

O'DONOHUE: Hey, fuck you, Bob!

ODENKIRK [ON TAPE]: I'm going to go do my work. [he exits the video]

DICK: There is no story! Fucking faggot! [voices overlap as Dick acts up]

O'DONOHUE: Faggot. He's got his dick out down in the meat-packing district and he's calling me a faggot. [laughter]

RICHTEM: I think it's time we bring out the writers for the show. A breath of fresh -air would do us good. We have three members of the writing staff. Rob Cohen, David Cross and Sultan Pepper. [applause]

[Cohen, Cross and Pepper enter]

RICHTER: Oh, here we go. They're coming up from the audience. [applause]

[Cross introduces himself to everybody left on the panel.]

DICK: I'm not a fucking transvestite.

O'DONOHUE: I'm sorry.

DAVID CROSS: Hi, how are you? I'm David Cross.

O'DONOHUE: How you doin', David?

CROSS: Good. David Cross.

RICHTER: David, since you're up, why don't - hi, there, hi. You know what'? I have these -you can pass these out [hands him name tags] because I wasn't sure who was going to be here, so But David, I'll ask you a question. I mean, You've known these guys all for a long time. I mean, you're somewhat of a raconteur. I mean, do you have a - like what's your funniest memory of your experience on the show?

CROSS: Well, I don't know. I don't think anybody really knows this, but I was like a last-minute - I came in at the very end. And I really don't--

DICK: The end of my ass. Remember that?

CROSS: Very funny. Very funny.

DICK: You remember lickin' my ass?

CROSS: Sure, sure. [laughter] Honestly, though, I think everybody should know that I was really -- I came in at the end. I was hired for like -- I was only here for shows nine through 12. So I was only--

RICHTER: So no funny stories?

CROSS: I had no funny stories. I didn't write very much

DICK: That's for sure.

ROB COHEN: Andy, are you okay'? You look normally pale, but you're excessively pale. Are you all right'?

DICK: Ask what makes me feel--

COHEN: Need some water, Andy? Or a nap?

DICK: [inaudible] [Dick leaves]

COHEN: You okay? I'm just saying--

RICHTER: You know, maybe we should open it up. A good time to open up the questions - open up to the floor if people have any questions out there. Anyone out there at all? Anybody'? You, sir?

QUESTION: Yeah, this is for David. What was it like working on the show? [laughter]

CROSS: I'll say again, it was -- I was happy to have work. It was my first real thing, but I don't have any stories. I really didn't write very much. I was in at the very end, so I don't have any... I really don't have any stories. I don't. I'm sorry.

RICHTER: That's strike two.

CROSS: No, I don't.

RICHTER: Any other questions? Or anybody have anything? Yes?

QUESTION: For David. Do you have any funny anecdotes? [laughter]

CROSS: I'm sorry. I've tried before to say that Ijust simply wasn't there. I mean, I can't answer these questions, but no one seems to care. I mean, I'd love to feel like I should be a part of this, You know, I feel like I'm a crutch. You know -

[music starts, Cross sings]

'But if truth be told,

may I be so bold to say:

I didn't write much.

No, I didn't write much!

I'd love to say that I deserve this.

I'd pay to say I earned my keep.

But let's be totally honest, I met - Ben, is it? - for the first time last week.

When I first got to the office, I could barely make a friend -- Bob gave me shit and Judd threw it fit and Janeane was on the mend [indicates drinking].

I didn't write much.

I wasn't there in the clutch.

You know, each time Andy would whine:

"Write something for me, huh-buh-huh."

Well, of course, I'd agree.

But Andy is a freak. [laughter]

Okay, but that's neither here nor there,

lets get back to the point: Andy is a freak.

He's lovable for about a week.

Okay, again, I know that's neither here nor there, back to the issue at hand:

What am I doing here ragging on my friends in front of a room full of strangers? Rearrangers. We're in danger!

This isn't a mock reunion -- this is a REAL reunion! They said it was fun but it's real!

Get out of here!

[Cross runs into audience, starts grabbing members of audience, then chases others off the stage]

They lied to me. They lied to -- got the fuck out of here!! Get out!! Get out!! Get the fuck out!!! Don't you understand what's happening?! Don't you have any idea? [noise/effects/crash sound effects.]

[A Musketeer enters and swordfights with Cross, wounding him. Cross falls to the floor, feeling his chest]

CROSS: Blood was supposed to come. [laughter]

[Sings] You see, I didn't write. [collapses, is dragged offstage, applause]

RICHTER: isn't that the way it always goes? [laUghler] Well, I think that's about it. I mean, a pirate seems as-- [Andy Dick re-enters, staggering] Oh, Andy, are you--?

[Dick staggers toward Garofalo, Stiller leaves the stage.]

RICHTER: Thanks for coming tonight, folks. It's been

[Dick throws up, then on Garofalo. He staggers to front of stagc, throws up more, collapses and eventually falls off the front of tile stage][laughter/groans]

STILLER: [to Garofalo] You all right? You okay?

GAROFALO: Yeah, I'm fine.

RICHTER: Good night! Thank you very much! [applause]

 
 

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