An Oral History of ‘The Aristocrats’ with Penn Jillette and Paul Provenza

Two Guys Walk into a Diner

Penn Jillette: The Aristocrats began with a real pure idea, and that’s what matters to me. Around 2000, Paul Provenza and I were at the Pepper Mill here in Vegas. I was listening to a huge amount of jazz, and I’d been thinking about improvisation a lot and how “improvisation” is a term that’s just thrown around and nobody really knows what it means in music or in comedy or in acting — it’s a catch-all. 

When you do a jazz improvisation, you’re not just playing what pops into your head. There are the rules, there’s the structure, then there’s the mechanical stuff that just fits in automatically. You have the stuff that many other people have played, then you have the stuff that just you play. All that together is called “improvisation,” but only a very small amount of that is something you’ve never played before. Still, it isn’t just collage, it’s actually something new. 

I was talking about this to Provenza, and I was relating it to the way Gilbert Gottfried performed his act and comparing him to Miles Davis. Because, when I list real artists of the 20th century, there’s Stravinsky, Bob Dylan, Joni Mitchell, Picasso, certainly Miles Davis and certainly Gilbert Gottfried.

Provenza and I talked about that a little bit, and I said, “It’s interesting, we hear Miles Davis and Coltrane play over the same changes, but we never hear different comics tell the same joke.” That sentence was kind of revelatory.

Some time before this conversation, I actually had seen it once. Teller and I were doing a show called Sin City Spectacular, and there was a guy named Johnny Thompson with us who was my mentor and the greatest magician of my lifetime. Johnny tells me a wonderful joke called “The Banjo Sandwich,” the punchline of which has no words, so it doesn’t work in this medium. But he told it to me and it was hilarious. Mac King, who’s a local comedian and magician, was also working on the show. He came over and said, “What are you laughing at?” I said, “Johnny just told me a great joke,” and I looked over to Johnny and Johnny said, “You tell it.” So, with Johnny standing there, I turned to Mac King and I did the whole joke. Then Kevin Meaney walked up, and Kevin said, “What are you laughing at?” So Mac told the joke to Kevin. Now, I don’t remember where it went from there, but it also went to Gilbert Gottfried, my best friend. It was maybe five or six people, and they all told the same joke, same punchline, completely differently.

So, at the Pepper Mill, I told this story to Provenza, and he said, “Why don’t we have a lot of comedians tell the same joke?” And I went, “Geez, that’s a really good idea, but you’re disarming them. After the first person in the movie tells the joke, the second person is fucked. They have no surprise, no punchline. We’ve taken away all the tools.” Provenza said, “If we can find the right joke.” And, maybe the next day, Provenza said, “How about ‘The Aristocrats?’” And I went, “Wow, the punchline doesn’t matter.” He said, “No, not at all. So why don’t we just get a hundred comedians to tell ‘The Aristocrats?’” And, with “The Aristocrats,” it all of a sudden became about transgressive humor. 

The Setup

Paul Provenza: The first thing we did was buy some consumer cameras, nothing too fancy, just ordinary, average consumer cameras. I called a bunch of friends of mine who I thought would be really fun and available to do a test spin. I called Jon Ross and Cathy Ladman and a few others. We were at The Improv in L.A., just shooting people telling “The Aristocrats.” Emo Philips walked by, and he goes, “What are you doing?” I told him and he went, “Oh, I love that joke. Can I do it too?”

Jillette: The first person we shot was Bobby Slayton, who’s an old friend of mine. We shot him outside the improv in L.A. It wasn’t a movie yet. He wasn’t doing this for a released motion picture, he was just meeting two douchebag friends in an alley to tell them a joke. We didn’t think this would come out. We thought it was going to be a little thing for the people who are in it. 

Provenza: We did that first night as a proof-of-concept, then we watched that stuff back and we just said, “Alright, this is fun.” We had no idea what we were going to do with it. We had no idea we were making a movie, but we just kept going. The more people I started calling, the more people signed on. Then Penn started calling people, and even more people signed on. Eventually, there were so many people involved that people were like, “Oh yeah, I want to be in that company.”

Jillette: By shoot four, I was thrown out as cameraman. I wasn’t allowed. My level of awful as a cameraman was indescribable. So what it turned into was essentially everyone telling the joke to me, which means I sat there for 45 minutes while Bob Saget had close to a nervous breakdown telling his version and when Sarah Silverman says “Joe Franklin raped me,” she’s saying it directly to me.

This was my pitch on the phone: “We want to compare improvisation in comedy to jazz. You know how you hear all different jazz musicians play over the same changes? You never hear comedians tell the same joke. We’d like to shoot a lot of people telling “The Aristocrats.’” 

That was the entire pitch. It wasn’t like, “This will be a big movie that you’ll be in.” I didn’t argue with anybody if they said “No,” nor did I make any big promises about it. There was no hype and no blow jobs. It was sold to people as an intellectual idea. 

The Heavy Hitters

Jillette: As we were going along, Provenza kept talking about tentpoles: “If we can get Steven Wright, we’ve got everyone below him.” I can make a phone call and say, “We’re doing this movie and Steven Wright’s in it, would you do it?” There’s X number of people that would just say “Yes!” to that. So, we got Steven Wright and then we could use his name.

Provenza: We just kept shooting and shooting, and every time we would shoot someone, we'd pack up and Penn would say, “Well, what do you think? Do you think we have anything?” I was like, “I don’t really know.” Then we shot George Carlin, and after we shot Carlin and he said, “You think we have anything?” I said, “Yup.” It was immediately obvious to me that Carlin gave us a spine for whatever this thing was going to be.

Jillette: The top person we could possibly have was George Carlin. I knew George a little bit, and after a little while of trying to get him on the phone, I got a call while I was outside Radio City Music Hall. I gave him the pitch, and then there was a really long pause. Then George Carlin said, “This is too good an idea for you to give, Penn. You’re not good enough for this idea. It should be somebody else that got this idea. This is a snapshot of comedy at the turn of the century, and it’s also a real idea about improvisation. I will do it, but please don’t fuck it up.” I said, “Okay.” 

He also said, “Now, I’m going to do you the biggest favor of your life. Listen to me carefully. You have the rights to use me in the movie. You can use anything I say in the movie. You can edit it any way you want, but I insist that when you bring your cut to HBO or any company you’re going to bring it to, if they change a frame of it, you no longer have the rights to use me. So, when they say to you, ‘We would like more Robin Williams and less Gilbert Gottfried,’ you are able to say, ‘Well, we can do that, but then we don’t have George Carlin.’ And, I suggest you get every comic to make you make that promise.’” It was the biggest favor George could have done for us.

Once I had George, I called Robin Williams, and once you have Robin and George, you’re done. Although, the person who was the most nervous was Robin Williams. Robin was going, “You’re going to put me in a movie with Gilbert? I’m just not at that level. I can’t fucking do it.” He was the most nervous and the most prepared.

Provenza: Tim Conway wanted to meet in this hallway, which was right off where his dressing room was for something. We met in this hallway, and then all of a sudden, the hallway became a thing we used for the way he would tell the joke. 

The Smothers Brothers were great. Tommy knew the joke, but Dickie never heard it before. So, in the piece, Tommy is explaining it to Dickie, and it turned out like a Smothers Brothers piece. If they had crafted this routine, it would look no different.

We did get a hold of Don Rickles, and he gave us a nice interview, but he wouldn’t do the joke. Phyllis Diller doesn’t actually do the joke either, we just played with her talking about the joke and around the joke. Whoopi Goldberg wasn’t going to do the joke, but I convinced her to and she turned out to be one of the funnier ones, talking about the giant foreskins and stretching it over their heads and all that shit. 

Gilbert Gottfried and the New York Friars Club Roast of Hugh Hefner

Jillette: Many things have been written about Gilbert being the comedian’s comedian, but during the filming of this, every person said, “What did Gilbert do? How good was Gilbert?" There’s also a huge lie in the movie that I’ll tell you. It doesn’t say this outright, but the movie implies that the idea for the movie came when Gilbert told “The Aristocrats” at the Hugh Hefner Roast, but that’s not what happened at all. 

I talked to Gilbert before the Hugh Hefner roast, and he said, “I’m going to do this joke about the planes.” I said, “It’s fucking great, Gilbert, but you know they’re going to turn on you.” He said, “What do I do?” And I said, “Tell ‘The Aristocrats.’” We had talked about it beforehand, which actually, on a deeper level, plays into the film’s idea — he’s improvising, but he knows where he is going. 

The No-Shows

Jillette: The really funny thing is the people who aren’t in the movie, which I think is really fascinating. After it premiered, we got reprimanded by people who said, “Why the fuck wasn’t I in it?” We got that from a lot of people, and I had mostly the same answer, “I called you and your assistant wouldn’t let me talk to you.” Dick Cavett was out of his mind. He said, “Who said no to you?” Then there were people like Conan who said, “Yes, no problem,” but we just couldn’t set it up. Then there were a couple people who I won’t mention who just weren’t good and we couldn’t find a way to fit them in. 

I called Buddy Hackett. He said, “Of course I know the joke. Of course I want to do it, but I’m really old. I’m really sick. I can’t even pull it together for this.” 

Rodney Dangerfield said the same thing, but in a better way. He said, “Penn, has anyone told you that I’m fucking dead? I am dead already. Don’t you understand that? You’re calling a dead guy asking him to be in your movie.”

I called Albert Brooks, who was another one of the grails for us. Albert said, “It’s a great idea, Penn. I love it. You’ve got a great idea. It’s going to be great. Everybody’s going to love being in it. I’m saying ‘No.’ Why? Because I’m an asshole. Maybe I’m jealous of you, but fuck you. I’m not doing it. I’m saying no, and I have no reason. Do you understand that?”

Garry Shandling also said essentially the same thing as Albert Brooks. “It’s a great idea. I love it. I’m not going to do it.”

We also asked Richard Pryor out of respect for Richard Pryor, but we knew he was going to say “No.” He was untapeable, but he had to be asked. 

Provenza: We got Terry Gilliam, but he’s not in the movie. I went out to his office, and it’s just me and one camera. He does this whole thing, describing how he would shoot “The Aristocrats.” Then I leave and go to a coffee shop nearby to transcribe it, and I play the tape and there’s no fucking audio. The microphone wasn’t plugged all the way in, and I wasn’t wearing headphones. I fucked up because I’m an idiot. So I called him up; I told him what happened and that I’m still only a block away. I said, “Any chance we can come by and do this again?” And he goes, “Nah.”

Also, Chevy Chase agreed to do it. We shot him, and he got all upset at something and threw the release in our faces. We were like, “Okay, fuck it.” Then it premiered at Sundance and he was upset that he wasn’t in it.

Jillette: At the premiere, Chevy Chase told me, “Why didn’t you tell me this was going to be a good movie?”

The Cut-Up

Jillette: After this point, the movie itself is all Provenza. Provenza is the genius behind it — him and a guy named Emery Emery, who edited it with him. Provenza had 130 hours of footage — not including the multiple cameras — and Provenza transcribed all of it with no assistant and no software. He transcribed every word of it. I thought he was insane, but it really helped with editing because he’d memorized it all. You could say to him, “Who mentions cats?” and he would say “Phyllis Diller, Pat Cooper and Bob Saget.” 

Provenza: Penn thought I was crazy, but then I knew, when Paul Reiser mentions the word “defecation” I could say, “Somebody else used the word ‘defecation,’ maybe there’s a connection there.” I’d go through this master document and find the word “defecation.” So, we were able to figure out the pieces of the puzzle that connected through certain ideas. That helped us create this conversation between people because we had to have a flow that was bigger than any individual in the piece. We had to have a rhythm to all these different rhythms. How does Wendy Liebman's rhythm match Gilbert's rhythm? The way we did that was we cut it to audio. We did almost all of it by audio, then we added the video.

Provenza: The process of editing took about a year, maybe a year and a half, but that was also because I was gone for a few months at a time. Those times that I was back, I was living at Emery’s house working 72-hour days trying to figure out what this thing was. 

Jillette: Like every movie, Provenza’s original cut was like, three-and-a-half hours, but I said, “It’s got to be 90 minutes.”

Provenza: We maintained total control over everything. We didn’t let anybody have any footage. We didn’t let anybody see anything because we didn’t want it to get out there. The only piece of footage that we didn’t have complete control over was the South Park footage because, when we called Matt and Trey, they were like, “Yeah, no problem. How about we have the kids do it?” But, they had to send it someplace to get transferred and, sure enough, it ended up on the fucking internet, which ended up serving us really, really well because it created a lot of interest without anybody knowing what the fuck it was.

The Punchline

Jillette: This part will break your heart. One of the biggest fuck-ups of my life wasn’t doing The Tonight Show with Johnny Carson. We were going to, but we had a trick where we wanted to leave Teller dead in the water tank, and Johnny wanted him to wave at the end. Johnny said, “Hey, it’s your act, but I don’t want to host it. Do it with Jay.” And we said, like the biggest assholes who ever lived, “Okay.” Then we ended up changing the trick anyway. 

Anyway, Johnny and I made contact years later because he liked the show Bullshit and he wanted to talk about atheism. So, Johnny calls me one time — we never met in person — while Provenza was editing the movie. I hang up, and Provenza says to me, “Johnny has told you it was his favorite joke — you’ve got to ask him to do the movie.” I said, “I’m not going to. Johnny’s told me he’s retired. He’s not doing anything,” But I finally said something on the phone to Johnny like, “If you wanted to do it, we’d love to have you.” And Johnny said, “Thank you,” and that was it.

Then Johnny said the most amazing thing to me. He said, “I’m so excited about this movie. You’re going to go to Sundance, and you’re going to be a huge hit. Would you do me a favor? When you finish Sundance, would you and Provenza come down to Beverly Hills, come to my house with a DVD, and can the three of us just sit around in my house and watch this movie?” We were both going to meet Johnny Carson in his living room showing him our movie about a joke that he loved.

So we did Sundance. We were successful. People liked it very much. The morning after the premiere, Provenza and I were celebrating — I’m a non-drinker so that meant hot chocolates at Starbucks — and I get a call from the Amazing Randy, my mentor and the person who had connected me with Johnny. I answered it, and Randy was sobbing. He said, “Johnny’s dead.” I looked at Provenza, and I said, “Carson died.” Provenza stood up and went to find a post-production house in Utah that could add “For Johnny Carson” at the end of The Aristocrats before the next showing at Sundance. Meanwhile, I sat there and cried in the Starbucks.​

Provenza: AMC banned us, which we both thought was funny and probably gave us some buzz. Then the movie comes out, and I get a phone call from Joe Franklin because of what Sarah Silverman said about him in her telling of “The Aristocrats” — the whole “Joe Franklin raped me” thing. Joe Franklin says, “Listen, this has really cast aspersions on me. It’s really hurting my business.” He claimed that it cost him a million dollars. So, I call Penn and I go, “Joe Franklin’s asking for a million dollars.” So we go find out from a lawyer what it would cost to deal with this. The lawyer said, “Well, just filing paperwork and having this whole thing dismissed and everything will cost about $5,000.” So, I called Joe back and he says, “I want a million dollars.” I go, “How about 5,000?” He goes, “Okay.”

A Comedy Time Capsule

Jillette: The Aristocrats is a movie of its time. And, by the way, every movie is a movie of its time. The idea that a movie is supposed to be timeless is the biggest bullshit that’s ever been sold. The Aristocrats wasn’t made to be for all time. It couldn’t have been made 20 years earlier and it couldn’t be made 20 years later because it was about that sensibility, and the movie is very aware that sensibility around transgressive humor is going away.

Provenza: The Aristocrats isn’t really about the joke. It’s a movie about comedy. Penn always said it’s a love story, and it’s true. It really is. It’s about people who love making other people laugh and people who love the community that they’re in and who love the creative process. That’s why the movie, in so many ways, is really, really joyful.