Above: Spheeris on the set of Wayne's World with Rob Lowe and Mike Myers.

Penelope Spheeris likes to say that, had she not become a film director, she would have ended up in jail or dead. Born into a traveling carnival family, Spheeris spent her formative years in various trailer parks with an unstable alcoholic mother. Narrowly escaping a similar trajectory for herself, she managed to scrape her way through film school with waitress wages from IHOP and Denny's. After graduating, Spheeris founded Rock 'N Reel, the first studio to specialize in the then-nascent field of music video, and eventually ended up working with Rob Reiner on his early shorts for Saturday Night Live. During the birth of LA's punk scene in the late 1970s, she turned to documentary, dragging a camera crew into mosh pits for the benchmark music documentary The Decline of Western Civilization—a film that would later mutate into a three-part series that, after years of clamorous fan demand, will finally be made available as a DVD/Blu-ray box set at the end of this month by Shout! Factory.

A decade after that, at the behest of her old pal Lorne Michaels, Spheeris would turn another cinematic corner by directing Wayne's World, a comedy that few at the time expected to be a hit, let alone one that would garner "classic" status and become her most recognized work. Not that she, or the many fans of her documentary work, would necessarily call it her pinnacle. "Let's put it like this: When I go to my grave, I'd rather be remembered for The Decline of Western Civilization than Wayne's World," Spheeris told Esquire recently. "It's kind of timeless, it's become a cult classic, so I am very proud of Wayne's World, but it's not like I want that on my tombstone."

After Wayne's World became a runaway hit, Spheeris spent much of the 1990s as a sought-after comedic director, helming studio films like Black Sheep and The Little Rascals (which she also co-wrote). She had a hard time turning down the bigger paychecks. "I had a good run, and I made a lot of money. More than I ever imagined, and more than I ever deserved." (Impressively, that money hasn't taken her too far from her roots: When I first spoke with Spheeris last year, at the Ann Arbor Film Festival, I offered to escort her to one of the city's few "elegant" breakfast options, but Spheeris wanted an old-fashioned American breakfast, the kind you can get anywhere: potatoes, eggs, maybe a biscuit or sausage or something. She even insisted on buying my pancakes.)

There were good times to be had, and Spheeris was happy to work with some of the biggest names in '90s comedy, particularly the late Chris Farley. "Chris Farley was an evolved human being. He was so good-hearted, kind, and sweet... He didn't have a bad bone in his body. As an actor, he would do anything. He was just such a pleasure to be around."

Penelope Spheeris with Rob Lowe. Rob is a total professional, and just disgustingly beautiful, she says. Courtesy of Penelope Spheeris

"My second favorite would be Rob Lowe," she adds. "Rob is a total professional, and just disgustingly beautiful. When you're looking at him, you feel like you're in heaven... and he's just a nice person."

There was even fun to be had on the set of Wayne's World, which Spheeris has acknowledged in the past as a difficult shoot (she declined to speak of those difficulties for this interview; it's water well under the bridge). "There's a scene [we shot] where Wayne and Garth are on the hood of the car—they were theoretically at the airport, but we were actually on a soundstage—on the last day of the shoot, and we were so tired. We were really hurrying, because they had to jump into a limo and go back to Saturday Night Live. I told them to just go ahead and improv. They got so silly, and were laughing so hard making up these wack lines. That's a very loving memory of that movie, and I can't decide if it's because they were so sweet and honest at that moment, or if it was because we were finally done."

Lucrative or not, Spheeris' studio films weren't really the kind of work on which she hoped to build a legacy. Luckily, Spheeris had already started work on her legacy well before this, and after an epiphanic moment in the late '90s, she knew that it was time to return to it. As with most epiphanies, hers happened at Burning Man. "I almost died at Burning Man!" Spheeris says. "I was drinking a beer, and I put it down while I was pitching a tent, and somebody put I don't know how many doses of ecstasy in my beer. Suddenly, pitching a tent was really hard to do.

"So, I'm out in the desert in the middle of the night, hallucinating, watching naked people on bicycles ride by with their beanies on," she continues, laughing. "I'd been working on a movie [the Marlon Wayans/David Spade comedy Senseless], so I knew what time the sun should come up, and the fucking sun didn't come up. So, my response was 'Oh, I did die. I died.' Days later, I realized that it was because I was in northern Nevada, not LA, so the sun came up later... but I did think that I'd died! When I got back to LA, I said, 'That's it. I'm not going to do any more studio movies.' I just had this revelation that, if I can't do something that says something, I'm wasting my time."

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Dustin Krcatovich

So it was that Spheeris returned to the work she deems her most important, The Decline of Western Civilization series. The Decline films have documented, over the course of three feature-length documentaries, a series of chaotic moments in Los Angeles youth culture: the '70s punk scene in the first, the '80s Sunset Strip glam-metal boom in the second, and the homeless gutter-punk culture of the '90s in the third installment.

Filmmaker/archivist Mark Toscano, who has spearheaded a restoration of Spheeris' independent work for the Academy Film Archive, refers to the first Decline simply as "the punk film," and that status is not undeserved. Now-legendary punk bands like X, Black Flag, and the Germs are seen onstage and at home, alternately funny, obnoxious, poor, and/or wasted. As much a document of the time as of the music, footage of would-be rock stars is interspersed throughout with revealing interviews with other kids in "the scene." Regardless of your take on its subject matter, The Decline of Western Civilization remains a benchmark of rock-'n'-roll anthropology, a visceral, bloody, exuberant rush of a film that makes the current spate of talking-head music documentaries glutting Netflix feel positively staid in comparison.

Like the punks it documents, the film attracted some flak from the authorities. "[Punk photographer] Edward Colver was at the scene the night that Decline opened on Hollywood Boulevard—they only gave us one screening, a midnight show—and the entire Boulevard got closed down, because so many punks from all over the place came to see the movie, which distributors told me nobody would want to see," Spheeris remembers. "The cops closed down the Boulevard. Edward has photos of literally 300 motorcycle cops. They must've woken up every cop in three counties to go down to that show! We got a letter from [then-police chief] Darryl Gates that said, 'Do not show this movie in Los Angeles again.'"

Regardless of any attempts at suppression, Decline made the rounds, finding a dedicated following on home video. In the wake of this success, IRS World Media contracted Spheeris to do a second Decline, this time about Sunset Strip glam-metal. It doesn't dig as deep as its predecessor (it likely would have been more unsettling if it had), but what Decline Part II lacks in street-level emotional resonance and wasted cool, it makes up for in giddy, hedonistic excess. Whether it's Ozzy Osbourne epically failing at breakfast, Paul Stanley splayed out in a pair of neon tights atop a bed of strippers, or W.A.S.P. guitarist Chris Holmes floating in a pool and practically drowning in vodka in front of his own mother, the darkness of Decline II is so teased and bedazzled that it's (mostly) hard not to laugh. It's not quite the metal movie that Spheeris (who turned down an offer to direct This Is Spinal Tap because she didn't want to make fun of the heavy metal music that she loved) would have made if she'd had complete control, but it's a classic in its own right.

Bret Michaels with Spheeris in Decline of Western Civilization Part II. Spheeris Films

Once she'd retired from big-budget features, Spheeris had the chance to return to the Decline series, this time to turn the lens on the harsh lives of LA's homeless "gutter punk" population. The resulting film is considerably darker and less glamorous than its predecessors; to date, it is also far less seen. This was hardly by design. "Decline of Western Civilization Part III is my favorite movie that I've done. I spent all my own money on it, which I don't regret at all, but when I went around to try and get distribution for it [at the time of its completion], the only deals I was offered were deals that would make me give up rights to the first two as well. I wouldn't do it, so I just had to not get distribution."

This was made all the more frustrating by the difficulty of its making. "Doing Decline III was psychologically devastating for me," Spheeris says. "I thought, when I went out to shoot this movie, that it was going to be a fun party with some really interesting, cool people, and I thought it would be centered around the music. But I discovered that that was not what the movie was meant to be about. The movie was meant to be about kids that had been abused and left homeless, trying to survive on the street, living in squats, and trying to reform families they never had.

"I remember one night, coming back home after shooting, laying there in the bed and trying to integrate what I had seen into my rich, 'sophisticated' Hollywood brain, trying to integrate that level of existence into what I had lived for the past 15 years. It was like night and day. I'm driving the big cars, going to the big parties, on every Hollywood guest list, on the top of that game, and I chose to walk away and do this movie... Man, I got hit in the head really hard. It was so depressing to see how these kids had been treated by their families. It's horrible."

She pauses, then adds: "But I'd rather deal with that kind of thing than deal with those Hollywood assholes."

In other words, Spheeris doesn't regret walking away from the studio system. "For a while, as a director going back to low-budget indie movies, I was standing back watching and I thought that the whole landscape for moviemaking was terrible, but then I thought [maybe] it was just my attitude," Spheeris shrugs. "It's not. Other directors that I know, big directors, are having exactly the same experience."

Having Hollywood largely off her plate has afforded Spheeris the time to attend to the re-release of the Decline series, but she isn't exactly relishing that task, either. "The reason the Decline movies were not out is because... It's painful for me to look back. The Academy [Film Archive] is restoring my work, and I'm very thrilled and pleased about that, but that means I need to go and watch my old movies, because when I'm dead and gone these will still be at the Academy, and I need to make sure they look like they're supposed to look! Every time I go down there, I'm dreading it so much, I get anxiety attacks. I can't look back, I just want to go forward. The most important thing to me is to just be in the now, and then figure out what to do next. But go back? What a waste of time."

As she moves forward, does Spheeris see any potential for a new Decline installment in the current youth culture? Not really. Her interest was almost piqued by the Occupy movement and the underground noise music scene frequently touted by fellow LA weirdo Henry Rollins, but neither have given her enough impetus to get her into the streets (or basements, as it were). She just doesn't see the chaos that has inspired her in the past. "I love watching confusion for some reason. I was raised in chaos, chaos is normal for me. I think that's why I love punk rock. I don't like it when things are too comfy. I get a kick out of watching everybody be confused."

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