A few days after Christmas, John Penney checked his e-mail. He had been on vacation in Napa with his wife and daughter, and on the way home they stopped off at his sister’s house in Carmel, Calif. He logged on, scanned through his in-box, then clicked on an innocent-looking message from an acquaintance, who’d sent him an article. ”What if they released a movie and nobody came?” read the headline. The story, from the scrappy film site CHUD.com, described a truly spectacular failure — a 2006 thriller called Zyzzyx Road that, despite starring Tom Sizemore and Grey’s Anatomy‘s Katherine Heigl, had grossed a grand total of $30 at the box office. ”I was mortified,” says Penney, who, as it happens, had written, directed, and produced the movie in question. ”I went, ‘Oh, my God, this is horrendous.’ I’m reading it and saying, ‘Oh, no. Oh, no! This isn’t how it’s supposed to go.’ I’ve been through a lot of crap in my career. I’ve seen so many things. But this movie is like my baby, and it’s being dragged around in the street with people poking sticks in it. It was brutal. It was ugly. I was reeling.”

In a daze, Penney drove his family home to L.A. ”It was kind of quiet in the car,” he says. ”But pretty soon the humor of the whole thing starts kicking in. By the end of the trip we’re just laughing. I’m thinking, You know what? It’s an Internet thing?it’ll die down.” But there was another e-mail waiting at home. Variety had picked up the story — and was calling Zyzzyx the lowest-grossing movie on record. ”I go, ‘Oh, noooo.’ But I said, ‘Now surely it’s done with. This is all gonna go away.”’ Trying to resume his normal routine, Penney went to see Children of Men. ”I come out of the screening room, and my cell says I have a message. [Zyzzyx editor] Joe Gutowski is saying, ‘John, let me just say, there’s no such thing as bad publicity.’ I go, ‘What now?!”’ The New York Times had weighed in. ”I went, ‘God, please let this be over.’ Because no one was telling the real story.”

In April 2004, Penney was a successful genre-film screenwriter with cult movies like Return of the Living Dead III and the William Hurt film Contaminated Man to his credit, when he took a meeting with a guy named Leo Grillo. Born in Massachusetts, Grillo got into acting early, scoring small roles on an episode of Banacek and a 1978 Alan Arkin TV movie called The Defection of Simas Kudirka. He never made a name for himself in Hollywood, but he found fame in another arena: animal rights. In the late ’70s Grillo started taking care of 35 dogs he found abandoned in the woods. Today, his company, DELTA Rescue, occupies a 104-acre compound in the desert hills of Acton, Calif. It houses 1,000 dogs and 500 cats and is one of the largest animal-rescue operations in the world.

But Grillo, 52, never forgot the thrill of being a performer. ”A lot of people over the years said, ‘Why don’t you make animal movies?”’ he says, sitting in a diner not far from DELTA. ”I’m thinking, I don’t want to do f—ing Lassie, I don’t want to do f—ing Benji. Give me a break.” Then one day he had a revelation. ”I go, Why didn’t I see this before? It can be any genre. You get to people and affect them on their own terms, speaking their language. What if I made a Rambo picture with a dog? What if I made a horror movie about animals — an animal Hannibal?”

He started looking for a collaborator, and Penney’s name came up. During their meeting, Grillo asked Penney what he was working on. ”He told me about this treatment he had on a movie called Zyzzyx Road,” recalls Grillo. The film — loosely inspired by a real road outside Las Vegas — was a modest thriller about an accountant (a role eventually played by Grillo himself) who hooks up with a Lolita-esque teenager (Heigl), knocks out her menacing ex-paramour (Sizemore) in a fight in Vegas, then drives out to the desert to kill him — when, predictably, things start to go awry. ”I said, Whoa, it’s a thriller, we can sell it foreign and get our money back,” says Grillo. ”Then we’ll have a track record and we can make the [animal movies].”

The initial budget was $750,000 — raised from private investors — with Penney directing and producing, and Grillo starring and producing. (The film would end up costing his financiers about $1.2 million.) The whole setup was a gamble, but nobody worried much. ”He’d never seen me direct, and I’d never seen him act,” says Penney. ”For me, it was like, Okay, what’s the worst thing that could happen? The movie doesn’t turn out good, no one sees it.”

Four months later, production was in full swing. Grillo and Heigl had already been shooting for days. Sizemore was due on set soon to film his scenes, and Penney, a first-time director, was trying to make sure everything ran smoothly on an extremely tight schedule. But when he showed up on location that morning, a crew member met him with some news: Sizemore had been arrested. ”I go, ‘What?”’ says Penney. ”’He’s about to start shooting! He can’t be arrested.’ It was shocking.”

Well, maybe not that shocking. Sizemore had been cast after several other actors passed (including Jason Lee), and he did come with some baggage. By 2004, Sizemore was something of a punchline, more famous for his legal troubles than for his acting. He’d been convicted of beating his ex-girlfriend Heidi Fleiss in 2003, and his sentence was suspended so he could enter rehab. But Grillo was drawn to his acting chops, and Sizemore’s past actually made him more convincing as a tough-guy villain. He was also a recognizable name. ”In Hollywood, you can be bad and still be able to work,” laughs Zyzzyx co-producer and casting director Valerie McCaffrey. ”It’s an industry that forgives very quickly. As a casting director you think it’s a risk, but as a producer you think, well, people know who Tom Sizemore is.”

That wasn’t the case with Heigl. Initially her part had been offered to Thora Birch, who turned it down. Heigl, 28, had been in a few movies (Prince Valiant, Bride of Chucky); more intriguing was a new ABC pilot she’d just landed: Grey’s Anatomy. With the cast in place, Zyzzyx shot over the course of three weeks, filming entirely on location under the 110-degree sun of the Mojave Desert. Rattlesnakes were a constant problem (a snake wrangler was hired to manage them), as were scorpions and bull ants. Heigl was on set every day but one, when ABC borrowed her to shoot Grey’s promos. ”The thing about Katie,” says Grillo, ”is the girl’s a sport. She ran around in a negligee in the desert, and she hated the desert. In one scene of the movie she has to fall, and she did it 10, 11 times. Every time she picked up little cactus hairs, and it was hurting her, but she kept doing it. Afterward, she had a million red bumps on her arm. I stripped the cactus hairs off with gaffer’s tape.” (Neither Heigl nor Sizemore would comment for this story, although in 2005 Heigl told a magazine that Zyzzyx was the most creative work she had ever done.)

The shoot had been going pretty well — until the news broke about Sizemore violating his parole with a drug arrest. ”Nobody knew if the judge would jail him or not,” says Grillo. ”’What are we gonna do? Should we get another actor prepared in case Tom goes to jail?’ I go, ‘No, he’ll be fine.”’ Sure enough, on the appointed day, they got a call. ”’Oh, Tom’s on his way.’ Then there he is, walking up in the flesh. I go up and say hello to him first. He says, ‘Hi! Not guilty!’ He goes up to everybody: ‘Hi! Not guilty!’ Then we got right into it.”

There was no red carpet at the American premiere of Zyzzyx Road on Feb. 24, 2006, in Dallas. No stretch limos, no paparazzi. The stars didn’t even bother to show up. In fact, there wasn’t a real premiere at all; the film simply opened. Zyzzyx ran for seven days at Dallas’ Highland Park Village Theater, with a single screening each day at noon. When it closed, exactly six people had gone to see it, for a total gross of, yes, $30. One of those paying customers was Sheila Moore, a Dallas-based makeup artist who had worked on the film. ”I thought it was a little odd,” she says of the film’s debut. ”I thought it was a joke at first. Yeah, right, of all places they’re gonna premiere this in Dallas, so far from where we filmed it? I figured they’d do it in Los Angeles.” Moore and a friend were the only people in the theater. ”We got popcorn and a drink from the same lady that took our tickets,” she says. ”It was kind of surreal. She looked at us like, You want to see what?”

In truth, nobody was supposed to see Zyzzyx Road at all. The Dallas screening was never meant to be a real theatrical run. Instead, it was set up to fulfill a Screen Actors Guild agreement, which permits low-budget films to pay actors a lower rate as long as the film gets a domestic theatrical release. The Dallas ”opening” was merely a formality. ”I didn’t want an audience,” says Grillo. ”We looked at it and said, What’s the cheapest way we can get out of this mess? We rented the theater for $1,000.”

At most of the screenings, Grillo’s plan worked just fine: Nobody showed up. Even so, the movie had to run. ”We paid to show the movie every day,” says Grillo. ”So legally speaking, we have a screening every single day. If a tree falls in the forest and nobody’s there, does it make a sound? In the law of physics, the answer’s no, but in the law of SAG, the answer’s yes.”

Grillo decided to pursue foreign sales first and worry about a legitimate domestic release much later, betting on the rise of Heigl’s and Sizemore’s Hollywood profiles (Grey’s Anatomy soon grew into one of TV’s highest-rated shows, and Sizemore landed a VH1 reality show). Regent Entertainment started hawking the foreign DVD rights, eventually selling the film in 23 countries, including Bulgaria, Indonesia, and Portugal. By the end of 2006, it had generated around $368,000. ”It was completely out of my mind,” says Penney. ”Every month or so I’d run into Leo and we’d say, ‘Yeah, yeah, we gotta make sure we get a good situation with the domestic deal,’ but it was way off my radar.”

Penney and Grillo both moved on to other projects, including one of the animal movies Grillo was so keen to produce: a Penney-directed family film called Magic, about a talking dog (voiced by Christopher Lloyd) who turns out to be an angel. Moore, the makeup artist, worked on Magic too. When Grillo heard that she and her friend had paid admission to the Dallas screening, he insisted on refunding their money. Zyzzyx, it turns out, actually made $20.

On Dec. 31, 2006, the movie-biz site CHUD.com posted the short, snarky story that made Zyzzyx famous. ”It was New Year’s Eve and there was just nothing to write about,” says CHUD.com editor and writer Devin Faraci. ”I have a friend who has a lot of time on his hands and nothing better to do than go through Tom Sizemore’s filmography, and he came across this movie. I just thought it was funny — $30 is just such an incredibly low number. It makes everybody feel a little better about themselves. Like, maybe I could never make a movie that makes $300 million, but I could certainly make one that makes $30.”

Variety quickly picked up the story (without crediting CHUD.com), as did The New York Times, NPR, and several other outlets. Much of the coverage was somewhat mean-spirited, sneering at the film’s box office and continuing to refer to it as the worst-grossing movie since record-keeping began. It was an odd situation for the film’s director. ”My [industry] friends started providing me with one-liners,” says Penney. ”You know, ‘My name’s John Penney, what did they expect?!’ But at the same time, people in the real world look at you like somebody died in your family. They’re like, ‘I’m so sorry. Are you really okay?’ I’m like, ‘Yeah, I’m fine, trust me!’ They think I’m gonna go put a gun to my head or something.”

Grillo, too, is handling the negative attention pretty well. ”It’s nice to have a record,” he says with a smile. ”Some people would not voluntarily accept the lowest-grossing-movie-of-all-time record, but the professionals in this town are not laughing. They know the truth of it. You know what? Look at it this way. I made $20 on a movie that wasn’t distributed. Imagine if we’d distributed it!” And really, the bad press is the best thing that could have happened to the movie. ”Everybody’s making fun of Zyzzyx Road,” says CHUD.com’s Faraci, ”but the number of e-mails I’ve gotten from people asking how they can see it — it’s like Ed Wood. After Plan 9 was called the worst movie of all time, everybody had to see it.”

Penney has come to see the humor in all of this, but that sort of comparison still stings. ”Legitimate newspapers — I don’t want to name names, but they’re down in San Diego, let’s put it that way — are writing articles on the biggest bombs of 2006, assuming the movie was so bad that it made $30,” he says. ”That’s too bad. I would like a chance for people to see it and make a judgment — not have it be Gigli, you know?”