Scott Aukerman and Lauren Lapkus made up the Between Two Ferns movie as they went along

Scott Aukerman could tell Between Two Ferns was catching on when Natalie Portman asked to spend some time with Zach Galifianakis and his houseplants. The talk-show parody, which began life as a segment in Aukerman and B.J. Porter’s Fox pilot The Right Now! Show, had garnered some attention on the fledgling Funny Or Die website in 2009, but the call from the erstwhile queen of Naboo marked the first time that someone neither Aukerman nor Galifianakis knew wanted to be subjected to Between Two Ferns’ battery of inappropriate questions and veiled faux-hostilities. Ten years and 18 episodes later—after playing host to a president, picking up a couple of Emmys, and running Brad Pitt, Charlize Theron, and Jerry Seinfeld through its deadpan gauntlet—Between Two Ferns has reached a new evolution: a feature-length spin-off, directed by Aukerman and debuting on Netflix Friday, September 20.

How does a webseries with public-access production values, steeped in confrontational interviews and awkward pauses, become a movie? First step: Fill in the spaces around the ferns. Then: Build a water tank in which to drench Galifianakis and Matthew McConaughey. Framed as a behind-the-scenes documentary, the movie depicts its fictionalized Zach as a small-town dreamer with designs on getting his own late-night talk show, making Between Two Ferns with the help of producer Carol (Lauren Lapkus), camera operator Cameron “Cam” Campbell (Ryan Gaul), and sound mixer “Boom Boom” De Laurentis (Jiavani Linayao). When their malevolent online benefactor Will Ferrell (also playing a heightened version of himself) promises to make Zach’s dream a reality if he delivers 10 new episodes in the span of two weeks, the team embarks on a cross-country trip that blends Ferns’ signature interviews with heavily improvised road-movie hijinks. Speaking with The A.V. Club before a stop on the Comedy Bang! Bang! 10th anniversary tour, Aukerman and Lapkus discussed building a local-TV world strange enough for Between Two Ferns, letting some of the earliest concepts for the movie go to Baskets, and why improvising a movie is a great idea—until you’re ad libbing an emotional arc in the middle of the desert on a 30-degree night.

Scott Aukerman: We were trying to make a movie out of it for six years, at least. We did a half-hour special for Comedy Central [Between Two Ferns: A Fairtyale Of New York, from 2012], and there were some plot elements in that, and there was a lot of improvising on the streets of New York. That was really, really fun, and since then we were talking about how it would be great to make a movie with that kind of filmmaking energy, because a lot of the comedies that get made in Hollywood are kind of laborious processes.

We were trying to figure out a plot to it for a long time. A lot of what ended up being Baskets was originally for the Ferns movie. Zach just had these ideas that he really wanted to do: I think [the setting] was Oklahoma when we were talking about it—it turned into Bakersfield. Working as a rodeo clown, having Martha Kelly as his assistant—those were the things he kept talking about over and over and over. And I kept saying, “Okay, but how do we make it about Ferns?” The plots got really crazy at one point, where it was all about him unplugging the internet because he found that his show had made the internet terrible. [Laughs.] And then it was all about celebrity culture turning in on itself, where teachers and firefighters became celebrities, and celebrities became hunted, and we’re in secret little Anne Frank-style hidden rooms across Hollywood.

We put it aside, and Zach worked on Baskets. And I had a moment of clarity where I watched Spinal Tap and Wayne’s World and movies like that where the plots were really, really simple. Once we were able to take all of the ideas that were swimming around our heads and just put them aside for a couple of years, it became a very easy thing for me to figure out after that.

AVC: What was it like building the world around Between Two Ferns, and, for Lauren, acting in it?

Lauren Lapkus: What I loved so much about it was that we got to improvise the majority of the film. And we got to be really weird with it. I love my outfits in the film. I feel like we all got to have our own weird thing and build out a world that Zach could exist in, which would have to be bizarre.

SA: Most of the pitch was world-building—the characters and all their weird interests—so much so that we shot, probably, a 90-minute first act for the movie. [Laughs.] We rented this insane house [for Lapkus’ character, Carol] and every room I went into there was a new weird thing. I was just like, “This place is perfect!” And it gave her so many ideas. We talked about Carol having, like, 14 dogs, and we tracked down 14 dogs. But we went so over-budget at one point, I was like, “We can’t spend another day putting more energy into the first act.”

LL: Which would just be a minute [of screen time].

SA: Because we wanted to shoot it like Spinal Tap, which was shot exactly like a documentary, where they set up things and just shot them, without too many ideas. It was just a very lived-in world that these guys had been living in. But that led to so many threads in the first act that had to be cut out of the movie—and so many people that got cut out, unfortunately.

AVC: There’s that montage with footage of the shows that air alongside Between Two Ferns on cable access, like Matt Besser hosting a high school sports show and Mary Holland giving dance instructions. So is there more where that stuff came from?

SA: That was the really interesting thing about the schedule. So say we were trying to do an eight-hour day, we would plan for maybe six, but it would be very loosely planned. And then the last hour or two, we would bring in these people to improvise these shows. And they were meant to be really easy: Just turn the camera on, and for a half-hour, do the show. They were, at the end of the day, people having fun, and you have Ryan and Jiavani and Lauren goofing around in the background—and none of that was able to get used. It made us know the world, but in editing, it became a real challenge, because you start to realize that the momentum of a film is very plot-based, and stuff like that just has to go away. I had to call a lot of people to say, “Unfortunately, we have to cut you out of the movie.”

LL: There would be a whole other movie just with that footage, because there were so many funny scenes like when the plumbing goes awry. That went on for so long and it was killing me.

SA: We set it up like Bajillion Dollar Propertie$, which my wife [Kulap Vilaysack] did. I was very inspired by that as well, structurally—how we shot stuff and didn’t really pay a lot of attention to form, and then figured it out in editing. We would set up two cameras and have the plumber, Charity Miller, film for half an hour. And, unfortunately, because everything is very plot-based, it gets cut down to literally 20 seconds.

LL: And you want to have all those celebrity interviews in there, too, so there’s not all the time in the world.

AVC: How long was the shoot?

SA: We shot 30-some days. It was in phases. We shot all of the public access station in the first couple of weeks, as well as a few random interviews—Keanu Reeves, Tiffany Haddish.

We were simultaneously building this giant water tank next door, in another studio where they shoot GLOW—where the wrestling ring is. We were waiting for someone to agree to do the opening scene, which happened at the very, very last minute. Literally the last day that we could do it before GLOW came in, Matthew McConaughey agreed to do it.

AVC: How involved was the production of the scene when the pipes burst?

LL: It was pretty involved. I had to fall down a hallway a bunch of times. They were dumping real, gushing water down that hallway.

AVC: So that’s all the cast? No stunt people?

LL: We had stunt people as well, but we did it a bunch of times.

SA: And that’s a fake hallway, as opposed to the other fake hallway of the set that we shot in.

LL: It was really confusing. They built a replica of the hallway and it was angled so we would fall down easily.

SA: The water tank part of it, I originally saw it as water rising all the way up until they’re submerged. And the way to do that is in a pool, to sink everyone. The cameras are stationary on a platform, and the water is not actually going up—you’re going down into it. When Zach and I started visualizing what it would be like, we realized that a lot of the Ferns episodes end with a bit of violence or something physical happening right before it cuts to credits—and the idea of a wave coming really [appealed to us]. At that point we were so far down the road on the sinking that we then had to start building a giant water tank.

LL: But you still did the pool thing.

SA: We did the pool because we had to shoot people underwater. But we had to build a separate tank, and we built this ramp in order to get the wave cresting the exact way that it needed to be.

LL: It was scary!

SA: We also filmed for several takes after the wave hit, just in case we needed Zach, like, thrashing around.

LL: That was one of my favorite things. That was truly like watching great clowning. He was falling with the ferns, over and over again, in the dirt. It was so hard not to laugh.

SA: He was wet throughout a third of this movie, and it got pretty grim.

AVC: Why does Carol put up with Zach?

LL: I think they have such a familial bond. It really feels like they have an important relationship.

SA: I think that he really relies on her. I don’t know how much this comes across in the film, but he’s a very sad guy and a very lonely guy who goes into this office every single day from 8 in the morning until 5 or 6 at night, even though he only has one show for a half-hour once a week.

LL: I feel like she glorifies him because there’s no way to work for that person unless you think they’re great. Even though she’s trying to fix mistakes, she still really cares about him and wants him to look good. That was my motivation with it, because otherwise, she would start to hate him.

SA: And there were certain scenes where we had to pull back on annoyance, because the natural way a scene would go is—

LL: You would get annoyed with him.

SA: It was very important for us to have Carol needing to be very supportive of Zach. The thing we didn’t want to do was have there be a romantic angle, because I think they’re just coworkers and they’re friends, and not every stupid comedy has to have the man and the woman falling in love. If you just eliminate that, then it’s all about support.

AVC: They strike a nice Pee-wee/Simone dynamic in some scenes.

SA: There’s definitely pulling from a lot of different movies.

LL: But it is really nice to have that relationship just be friendship, because it’s fun as an actor to not be playing toward [romance]. It’s more fun and nuanced to be like, “I just care about him. I’m doing my job, and that’s what I’m focused on.”

AVC: After building the world and populating it with these characters, do you see this as something you could come back to again and again?

SA: There was so much stuff in the first act that we cut that occasionally we’ll say, “If it were a TV show, we could keep it in, and do more of the fun stuff”—which is the improvising at the studio. It got less fun as we went out into the real world and shots get complicated and rain towers are there and everyone’s freezing in the desert. We’ve talked about it as an Office-style improvised television show maybe. Also we’ve talked about ideas for sequels. We were unable to do our big idea for the ending with this movie, and I don’t even want to say what it is because maybe it’ll be in the sequel. I think it’s a world that Zach really loves, and I love exploring this kind of stuff. I would love to get all these crazy scenes that we had to cut out into the world somehow.

LL: Getting the opportunity to improvise so much, and shoot so many things that we didn’t use, the world feels so developed that as an actor it would be very easy to step back into that.

SA: These kind of fake documentaries, or documentaries that mock the idea of documentaries themselves—I don’t know if there’s a better term for this—if you shoot them this way, it just feels a little more real than a very put-together Hollywood movie.

LL: And you’re catching random things, ’cause everyone—even down to all the background actors—had a thing going on.

SA: There’s a giant subplot between Jiavani and Ryan where they got together on the road that you can see tiny glimpses of [in the final cut].

AVC: The format just lends itself to producing that much material. There’s hours and hours of footage from Best In Show that we’ve never seen.

SA: It’s interesting because when you do this type of improvised movie, the thing that can trick you is people are so funny when they’re just talking to the camera and talking about stuff that happened before or stuff that they do—but all that stuff is first-act stuff. It’s very, very hard to do a movie where you’re improvising the plot. When you’re out there in the desert and it’s 30 degrees and these people aren’t wearing jackets, and you don’t know what the plot is, and you don’t know how to tie it up successfully, and you’re having to shout at Lauren, “Okay, now say this version! Now say this version!” because you never want to be stuck with only one option in the editing room.

LL: It was exhausting, but it was also one of my favorite jobs that I’ve had. But I think in those moments you’re like, “Oh my god, I’m so tired.”

SA: I think if I were doing it again, I would figure out the emotional arc in more of a three-act structure, and have the improvising be around that. Script some of the actual stuff you need in a movie—the people turning against each other and the redemption arc—rather than setting up the camera and having people do every available emotion. I will say, once we got into editing, we didn’t have to return to a lot of scenes because we had shot every version of them.