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Do you shoot way more footage than we get to see?
GUEST: When you make a real documentary, you have the same kind of ratio. You have a lot of footage that you don't use. We had 80 hours on this film and we end up with, roughly, 90 minutes. It becomes very clear. We know what the story is because we've written a story. In a real documentary, you find the story from what you shoot. We know what the story is, we've written the story, we know what every scene accomplishes, so the scenes that don't address that are tossed away pretty quickly.

They're funny, in and of themselves, they just don't help tell the story.
Did you shot this film the same way you've done the others - structured, but then improved?
GUEST: It's all improvised. There's no dialogue written down. [That] started with "Spinal Tap," which Rob Reiner directed. That was the first time, I think, that had been done, and this is a continuation. It's become more of a hybrid. They look a little bit more like conventional movies, but they're still done the same way.

The center of this movie was always Eugene's relationship with Catherine [O'Hara] because that's really the core of the whole thing, emotionally. It's very serious, if you think about it. If you stripped away all the rest of it, it's pretty serious.

LEVY: We knew that was the choice. To make that story work, we had to ride a straighter line in this thing. To be the sweethearts of the folk music world was a nice storyline, with this huge bitter divorce and then a reunion of these two people that haven't seen each other in 30 years.

There's not enough Jennifer Coolidge in this film.
GUEST: When you have a company like this and they're so gifted, there's no way to get everyone in as much as they should be in. It's a growing repertory company now and that was my one lament at the end of this. There were so many talented people, they can't all be serviced, really, so you do the best you can.

How do you get all the actors together at the same time?
GUEST: It's very lucky because the actors are so busy. Honestly, without them, there's no movie, so you have to say, "Here's what the plan is for this period of time." I let them know six months in advance and say, "I hope you're available." If one or two hadn't been available, we probably could have still gone ahead, but if it became more than that, we would have had to postpone it. The amount of shooting time is not very much, that's the other good thing. We're not asking people to commit two months of their schedule. It really ends up being that each shoot is maybe 8 or 9 days, in a period of 25 days. That is manageable and that's how I can make these movies.

NEXT PAGE:Levy and Guest on the Atmosphere on the Set and the Final Concert Footage