JENNIFER WESTFELDT: He was the only reason that it got made.

JENNIFER WESTFELDT: Something like that.

JENNIFER WESTFELDT: Not the other half, really. We were going to raise $400,000. We ended up raising less than that because some of the stuff we raised was ‘in kind’ services. That was what we thought we’d have to do, but we didn’t end up doing that. We did end up raising about $350,000.

JENNIFER WESTFELDT: Everything was guerilla in raising the money. Absolutely everything.

JENNIFER WESTFELDT: Absolutely, we talked to everyone in our lives. Literally. We went to every person we’d every met. Every friend, family member. We would have constant–Heather and I always had readings with 10-12 actors of the screenplay. We’d do these fully rehearsed performances to raise money to get interest from people. Brad came to one of those which is how he got interested after reading the script, that’s how we got Eden [Wurmfeld] on board and some directors interested. That was our MO throughout the process even before we went indie, we were doing that for years at the studio too. (laughs) We’d mount these productions basically of the screenplay and then hand out investor packets and hope that somebody would nibble. Later when we were running out of money in post, we’d do the same thing but with roughcut screenings. We were constantly showing wherever we were in the process and hoping that people would step up. More often than not, everyone who invested was a friend or a friend of a friend or a family member and that was kind of how it went.

JENNIFER WESTFELDT: There were a lot of favors. I mean certainly all of our friends and families helped us with donating their apartments to shoot in and helping us house the crew and that kind of thing. The only legitimate business transaction in kind we had was for our post production services. We basically made a deal with Merick. In exchange for them finishing the film, they were getting a certain number of shares. That was the only legitimate deal that was not finagled.

JENNIFER WESTFELDT: Yeah, uh, not at all. (laughs) No one was. Not at all. Everyone who knows about moviemaking and knows specifically about independent filmmaking knew what a bad investment it was. So really the people we tapped were naïve. They didn’t know enough to know it was a bad investment.

JENNIFER WESTFELDT: You know, we haven’t seen any money from Searchlight beyond the two box office bumps we that hit and with those box office bumps, based on how our company was structured, we paid back our investors 125% of their cash, so they got their money back plus 25%. Which was pretty good, given what the market was last year. It’s unlikely that we’ll see any money at this point, unless the video/DVD thing was just enormous (laughs), I don’t think we’ll see another penny.

JENNIFER WESTFELDT: Everyone’s always like, "It made seven times what it was worth!" but I’m like, "Yeah, but Fox spent, at least they say they’ve spent, more than it made in publicity," So they’re still very much in a hole, apparently. It’s a very complicated situation financially for… You don’t really know whether you’re in the red or black until two years after the release.

JENNIFER WESTFELDT: (loudly) I know! Isn’t it incredible?

JENNIFER WESTFELDT: It’s quite baffling, really, the way it’s all done. We were told as our company, as our LLC you have to audit for two years and then maybe it’ll be 10¢ and maybe not and… (laughs) It’s all so crazy to me.

JENNIFER WESTFELDT: If you’ve spoken to Heather, you’ve probably got this already…

JENNIFER WESTFELDT: I understand. It was a very haphazard genesis in that I had met Heather very briefly for five days in a theater lab in 1996. We sort of noticed each other because we were writing about the same topic, kind of in an off-handed way said, "Someday we should just rent a theater and put on a night of our writing." Soon after that I got a play and then I was in Colorado for a while and I came to Los Angeles to basically visit a friend, took a few meetings while I was here and I ended up getting an agent and a TV show in the first two weeks.

JENNIFER WESTFELDT: Do you not know what a pilot it?

JENNIFER WESTFELDT: That was a pilot that went. I was kind of one foot in LA and the rest of me was in New York, but here I was "Omigosh, now I’m in a show here and it’s going and I have to get an apartment." It was a strange time because I didn’t intend to come out to LA, it just sort of happened to me. I was about to start shooting and here I was in an apartment with rented furniture and a rented car and not really loving being on LA. I was supposed to start work on a Monday and they pushed back shooting for two months. So I was so frustrated to think that I was going to have to twiddle my thumbs for another two months in LA waiting for this job to start. I told my agent that I was going to go back to New York until the job began and just be there and all my friends were there and I started to miss the theater. It had been now about six or seven months since I’d been in a play which was a long time for me. So I just called Heather out of the blue and said, "I have seven weeks off, I don’t know if you remember me from last summer, but I just feel like doing something creative, do you want to rent that theater and do a night of our writing."

JENNIFER WESTFELDT: It wasn’t boredom, it was feeling like a little creatively bereft because I had just moved to Los Angeles, you know what I mean. Prior to that I worked in theater and did like five plays a year, like I was always somewhere doing a play, either in regional theater or off Broadway. I had never not been in a play, you know what I mean? (laughs) Coming out to LA and suddenly being immersed in this world and TV auditions and all of that, it was just a different life. I just missed doing theater. The role I was playing on the TV show was the sort of sweet thankless girlfriend part.

JENNIFER WESTFELDT: Yes. Very complicated, kindergarten teacher from the Midwest who loves her boyfriend. It really was a little–I wanted to fill up these two months with something fulfilling and Heather at the time was struggling with a one-woman show and trying to break into the business because she had been in another career.

CHRIS NEUMER: What career was that?

JENNIFER WESTFELDT: She was working in advertising and kind of doing theater on the side. Doing showcases and one-woman shows in New York trying to get an agent. I remember she called me and asked me, "How does one get an agent?" after she met me. She was in the muck and the mire trying to break into the business. I think she was excited to work on something with someone else because she’s been working on one woman shows and was frustrated with it a little bit. So she was like, "Okay!" It was really like two little kids putting on a play. It was that kind of vibe. Basically, during those seven and a half weeks, we worked with a director friend of mine from school–

JENNIFER WESTFELDT: Yeah. And his name was Robert Davenport, he was our first director of the play. It wasn’t going to be a play, it was going to be a night of scenes and then basically as we started working with the director and the actors and started writing, I’m sure Heather told you this, the one scene with two women deciding to be lesbians, negotiating that kind of took over the night. It became clear that there was a more interesting linear narrative that we could present at the end of this six weeks of rehearsal than just a scene night. So we sort of shifted in mid stream toward that and by the end of it, we had a pretty interesting little play, Lipschtick (laughs).

JENNIFER WESTFELDT: That was in October of ’97. We put up the play six nights in this teeny tiny theater–I was making the sound cues at three in the morning on cassette tape and my mom bought the props–we had two café tables and a backdrops of a city skyline with red lipstick, that was the whole set. Our little play ran and it was a little tiny hit. People really responded to it and were stirred up by the issues in it. My agent flew out to see it but more or less, family and friends came to see it. It was just 99 seats, so it wasn’t a big deal. We closed on a Saturday night, I flew back on Sunday to LA to start my show on Monday and literally by the end of the day on Monday, my agent called and said all these studios had called about your play and they’re interested in optioning it and sitting down with you guys. It was very interesting.

JENNIFER WESTFELDT: No. I guess a couple of other industry people came and there was an industry party in New York in that weekend so people started talking about it and the buzz traveled, which was bizarre to me, but it did. So all these people had not seen it, but heard about it and were very excited to sit down with us and find out if they could acquire it. It was really strange given that it ran for six nights and it wasn’t the intention of the piece. It was really just for fun.

JENNIFER WESTFELDT: I was! Anyway, Heather came out and stayed on my couch and we went to these pitch meetings when I wasn’t on set and she’d been in my dressing room and we’d be working on something in the story and then I’d go and do a run-through and come back. It was very silly. We took a slew of meetings. Then on my Christmas break from the show, we bought screenwriting software and adapted it to screen and did a draft in nine days and then started editing that, using our friends as notes people. After about six weeks of that, we had a draft that we were pretty happy with. Coincidentally, just as we were going to go back to all the people we’d met with, my junior agent, Kate Peplowski at UTA was moving over to film, to Interscope and she said, "I’m one of the three people who actually saw the play, give me a week to set it up at my place and if it doesn’t work, take it to everyone else." We were like, "Okay. Fair enough." And those people did buy it with us attached to star in it, which at the time was huge. We were all over the trades. Here we were with a Hollywood studio set to star in our own movie, that was kind of an amazing moment. Now we were screenwriters and we’re with a studio. It was cool.

JENNIFER WESTFELDT: It’s interesting. At the time, in the play, the characters were sort of dead similar. They were two halves of the same whole and that was what the comedy was partially based on. Then, once we got on board with the studio, thinking we’d start shooting soon–which turned into almost two years of traumatic rewrites and taking the script apart and putting it back together again, working with the director that we hired there who I think was the most influential person for us.

JENNIFER WESTFELDT: Saul Rubinek. He certainly was the most involved in how the story came to be what it is. Everyone in our lives and the studio execs and Saul we clear and we were clear that the two women were too similar to sustain a movie. In a play it could work because the play had a different focus. We were flushing out the characters and their stories and realized that it wouldn’t be all that interesting unless they were a lot more different than they started out.

JENNIFER WESTFELDT: Yeah, just make it funnier and more dramatic and more interesting. Bear in mind we were getting a crash course in screenwriting all along. We had a very sharp learning curve and had to bone up on everything you learn over several years, we tried to learn in a few months. That was when we really started delineating characters and making them opposite. I think that just for ease, when we were writing the play–because we didn’t know we were writing a play–we said, "you’re character is going to be Helen because it kind of sounds like Heather and Jessica sounds like Jennifer." That was how it really began in the play process. Then when we really started making them full characters during the screenwriting process, we focused on one main difference between the two. That was encapsulated in the lipstick metaphor in the film that began in the play. We talk about Helen being a blender and Jessica searching for that one shade.

JENNIFER WESTFELDT: basically that Helen was a pragmatist and Jessica was an idealist. That one contrast, we tried to apply to every aspect of their lives. Jessica is such an idealist, she never leaves the house and never dates anyone and can’t figure anything out. She’s so judgmental she can’t ever compromise even for a moment. Helen’s such a pragmatist she dates a million guys at once and feels nothing for any of them. We just started there and from there tried to add on all the traits that would be opposing and make it juicier as we went through the story. So I’d say that’s where we began and we kind of worked it out. We tried to never have a Jessica quality or a Jessica way be in Helen’s life and vice versa until they really started influencing each other. We would come up with something and be like, "That’s much more Helen. Let’s have Helen be that." It just grew from there. I think the interesting part of working that way was that the characters became much more extreme in and of themselves. As an actor, I kind of felt like, "I don’t know if this isn’t the greatest thing in the world for us as actresses, but it’s definitely better writing."

JENNIFER WESTFELDT: We definitely had that one a lot. I say, "No and no," are the answers.

JENNIFER WESTFELDT: I can.

JENNIFER WESTFELDT: We are still together. Four and a half years. He is actually the original Josh Myers, in the play. Which is how I got to know him. I think that I feel sort of, because these characters came from us there are certain things about all the characters in the movie that I identify with. And then certain things not at all.

JENNIFER WESTFELDT: (Laughs) Yes. I would hope that people get that you put your life experience, people you know, people in your life, your experiences, your friends’ experiences and try and create a world, so if there are certain things you think about or certain traits that you admire or think are complicated or interesting in people or yourself or people you know you want to let them all have their due in different characters in your story. So I identify with Josh Myers and with Helen and Jessica and with Judy Stein and Joan and, you know… I feel an affinity for parts of all those people. I wouldn’t say that any of them are dead on for either of us.

JENNIFER WESTFELDT: I don’t know. I think it might be too tame for the frat boys. They might be irritated.

JENNIFER WESTFELDT: (laughs) Maybe.

JENNIFER WESTFELDT: Uh oh… Maybe we should hope that it does go well with that crowd because they’re a video-renting crowd.

JENNIFER WESTFELDT: I think that in terms of a director search it was clear that–when we were at the studio all kinds of directors with tons of experience and not tons of experience wanted the job because it was being made by the studios. It had a lot more legitimacy at that point. That was a funny transition for us. I was becoming known in TV, I had just landed, but in film nobody knew me at all. I still had just landed in LA and Heather had never been in LA, so we were unknowns. To go from that status to literally interviewing directors, some of whom I completely and totally admired and they were pitching to us to get the job.

CHRIS NEUMER: Are there any names that you can throw out with that story?

JENNIFER WESTFELDT: Even like well known theater directors who had done Broadway plays that I was up for, things like that. I would think, "I can’t believe I’m on the other end of this now, this is ridiculous!"

JENNIFER WESTFELDT: No, no, no. It just felt funny to be these little pissers basically, 25 years old and whatever,

JENNIFER WESTFELDT: Pissers. Like little nobodies.

JENNIFER WESTFELDT: You know what I’m saying.

JENNIFER WESTFELDT: It was a funny process to think that we were interviewing them. They had to sell us on them and that was sort of hilarious. That sort of instant change. That notion of when you have material that people might respond to, you are in a powerful place. Of course, when we were indie, no director with experience wanted to work with us because it was, at that point, it was completely and utterly our project. We had been with it for two and a half years already and we didn’t have any money. So on all counts, the only real director candidates we were going to have were the inexperienced people who wanted experience. People who wanted to make a name for themselves along with us.

JENNIFER WESTFELDT: Yeah, I mean, it wasn’t hard that he was Eden’s brother and he was really enthusiastic about the project for a long time. Eden and her sort of "We’ve got to get a director with a little bit more cache" and this and that was really trying to see if we couldn’t find someone who had already done a few features who was a little more on the cusp already. Truthfully though that’s a very tough thing when your two actresses are the writers are the producers, have final cut, and openly state that their vision is the vision of the piece. That’s not a great sell to anyone. The search was really to find someone who would add to our already dysfunctional stew and came on with as much enthusiasm as we had, as much energy as we had and as much patience as we had to be gritty and know that there weren’t going to be a lot of frills or time, and we were going to be kids putting on a play–

JENNIFER WESTFELDT: trying to be as great as we could in front of the cameras with limited funds. We basically needed all of the capital to be our sheer determination and originality and exuberance. Those were the resources we had in spades. And not much else.