The most interesting musician who ever lived actually didn’t. Born in the rural South during the Great Depression, this man rose from humble beginnings to become America’s most popular genre-spanning artist. He recorded hit after hit, battled the pressures of fame, ruined several romantic relationships, and suffered through decades of substance abuse—all while struggling to cope with past trauma.

If this synopsis sounds familiar, that’s because it’s the basic formula for virtually every music biopic ever made. “They’re very hard to execute because you really are trying to take a 50- to 70-year life and turn it into two hours,” producer Judd Apatow told me. “And most of these people did a lot of things. And were married a lot. And did have ups and downs. And were on drugs at a certain time. And recovered. And had all these problems with their families. And got involved in politics. And tried to be movie stars. And so no matter what you do, it feels stuffed.”

In the early 2000s, the genre’s cultural relevance peaked. Ray (2004) and Walk the Line (2005) combined to gross more than $311 million in theaters and won several Academy Awards. Jake Kasdan loved them both. In fact, the filmmaker called himself “a total sucker” for rock flicks.

By then, the category was ripe for parody. So Kasdan and Apatow, who first worked together on Freaks and Geeks, decided to make their own music biopic. What they conceived, however, was no ordinary spoof. Walk Hard: The Dewey Cox Story featured a double album’s worth of original songs. John C. Reilly didn’t just play the title role; he became the character. As Dewey, he played guitar, sang, and even went on a real-life tour.

Reilly’s commitment to the part helped inadvertently raise the bar for music biopics. When Walk Hard was released in late 2007, however, it tanked at the box office. But now, the kind of movie that it satirizes is having another moment. “Oh, we tried to kill the musical biopic with this movie,” Reilly said. “And it turns out it’s a very resilient cliché.”

When the Queen-centered Bohemian Rhapsody and the Bradley Cooper–Lady Gaga version of A Star Is Born were released last fall, critics couldn’t help but compare them to Walk Hard. Reviews of the Elton John biopic Rocketman, which hits theaters this week, are also referencing it. It’s taken years, but the world finally seems to appreciate the true genius of Dewey Cox.

The character may have been sui generis, but he wasn’t a completely self-made man. His legend depended on a music-obsessed director, a comedy kingmaker, a group of talented songwriters, and a stacked supporting cast. This is the story of The Dewey Cox Story.

Part I: “I Am So In”

By the middle of the last decade, the Judd Apatow comedy age had begun. From 2004 to 2007, he produced or directed Anchorman, The 40-Year-Old Virgin, Talladega Nights, Knocked Up, and Superbad. Kasdan—whose father, Lawrence, had a hand in several iconic blockbusters—was, to that point, the director of three movies: Zero Effect (1998), Orange County (2002), and The TV Set (2006).

Jake Kasdan (co-writer-director): Judd’s a guy who likes to make a bunch of stuff and likes to call his friends that he likes working with. He just had this moment and he called me up and said, “If you can think of an idea, for a big, fun comedy let’s talk about it.”

Judd Apatow (co-writer-producer): He’s like, “Do you think I should do some movie about all these movies like Ray and Walk the Line?”

Kasdan: I had this flash that it would be very fun to do a very detailed Ben Stiller Show–esque parody of that genre. A very extensive biopic with all the scope those movies have. With original music about a fictional rock legend. And that it would be called Walk Hard.

Apatow: The second he told me, I laughed so hard. And I was like, “I am so in.”

Kasdan: And 45 minutes later he had set it up at Sony and we were starting the wheels turning. Forty-five minutes is only a small exaggeration. By the next day, I was pitching it like, “This could be fun.” I didn’t have that much. I just had this baby idea, and as he does, when he gets something in his head he gets excited and it starts to happen.

Jonah Hill (Older Nate): I think it’s the ultimate example of Judd’s power at the time.

“I thought, ‘Well, I might not be completely ready for this, but I am the person to try to this right now. And I have to rise to the challenge.’” —John C. Reilly

Kasdan: It was the beginning of Judd’s incredible run of movies. In comedy, it’s only happened a couple of times ever.

Apatow: My grandfather was a record producer named Bobby Shad and he produced the first Janis Joplin record and people like Sarah Vaughan and Charlie Parker. So I’ve always been fascinated by the record business. And when Craig Robinson sings his song, his name is Bobby Shad—Bobby Shad and the Bad Men.

Kasdan: One of the original ideas was that we would find somebody to play it who was a great comedian but also somebody who could credibly be in a movie like that. And really, John C. Reilly is almost the only person who so completely checks both of those boxes.

John C. Reilly (Dewey Cox): Anytime someone as talented as Judd and Jake approach you and say, “It’s gotta be you,” you know, that’s a really flattering thing. It was certainly really an honor that they came to me.

Apatow: I had just worked with him on Talladega Nights. So he was someone I was astounded by on a daily basis. I knew he was a fantastic singer, so we never considered anybody else. John took it very, very seriously. Early on, he made it very clear he wanted to be deeply involved in all creative aspects of the movie.

Reilly: At that moment, all of a sudden there was this burst of recognition for me, and I was like, “Well, I have to be careful about the choices I make.” And then when I realized they were really gonna bring me on as a partner, and let me be a part of the songwriting, let me be part of the development of the script, I thought, “Whoa, there is no reason that this wouldn’t be a good idea.”

Kasdan: We took the opportunity to revisit [music biopics] and make a giant list of everything that we could include.

Apatow: We just made notes of what we thought was the most ridiculous things they had to do to get through the story.

Kasdan: The ones that were the most fresh in people’s minds were Walk the Line and Ray, but we went deep. There are so many of them.

Apatow: I remember looking at Bird. Great Balls of Fire! had the scene where he peeks into the dance hall where everyone’s doing their sexy dance. We also looked at Coal Miner’s Daughter, a fantastic movie. … La Bamba was definitely one of the movies that we looked at.

Kasdan: Part of the original conceit was that we would be telling this life story in this slightly stylized way where he has these just epic arcing phases of his life.

Apatow: Jake noticed really early that no one would walk into any scene who wasn’t the most important person in their life. If a woman walked in, they would get married to ’em. If a guy walked in, he would become the manager.

Kasdan: Part of the thought process was we would have the person playing Dewey for just an impossible stretch of time. Which is another conceit. From the time he’s a little kid, from the time he’s 14, to the time he’s 80.

“The moment people present you with the final version of a new song … I think in all of show business that’s my favorite thing. For some reason that’s the most joyful part of the experience of almost anything else to me.” —Judd Apatow

Reilly: Jake had the best line about it. He said, “If you compress someone’s entire life from when they’re born until they die into a two-hour movie, basically every time you open a door you’re in a new era.” And that in itself is inherently satirical. It’s inherently funny. Because the speed at which you’re moving through these people’s lives, it’s like a wig every five minutes.

Kasdan: And just saying overtly in the dialogue what’s going on. “This is a dark fucking period.” “The ’60s are an exciting time.”

Apatow: There was no time to slow down and show anything that didn’t uncover massively important aspects of their life.

Kasdan: The endless run of cameos of real-life people walking in and out of the movie and being called by their full names. The rise and fall and rise and fall thing way too many times.

Apatow: We kept noticing that most of the characters had the disapproving parents.

Kasdan: That idea of saying something and realizing it’s the title of a song. And writing the song instantly.

Apatow: And the brother who died young. Elvis had that story, and Cash had that story.

Reilly: The weird part is that there’s so many similarities in these musicians’ stories.

Kasdan: You could totally see somebody wanting to cast John in an actual biopic like that. I don’t know if he would actually do it. But he was so clearly the guy.

Hill: I remember them saying that they got someone who would be in Walk the Line. Not a “Capital C” comedy actor. … It’s crazy. He brings that kind of commitment whether it’s like a broad comedy or a [Paul Thomas Anderson] movie. He’s just like a true, true genius actor.

Lewis Morton (executive producer): It’s just shocking how many things he can do. He’s so funny in this absurdist way and such a good singer, but also he did True West doing both parts alternating every night.

Kasdan: He’s a thoughtful and conscious guy and he makes decisions carefully and it was his first time ever kind of being the main guy in a movie of that size. Not that it was so huge. But it was a big studio comedy. He was thoughtful about it, but I think as he came to see it he totally fell in love with it and committed as hard as a person could.

Reilly: Not to toot my own horn, but there aren’t many actors, at that point anyway—maybe there are now, maybe there were before—I can’t think of any that could’ve played the comedy, the drama, and had the musical chops to do their own singing and playing. So I thought, “Well, I might not be completely ready for this, but I am the person to try to do this right now. And I have to rise to the challenge.”

Part II: “Oh My God, It’s Dewey Cox”

The creators of Walk Hard understood that a fake biopic wouldn’t have worked without real music to counterbalance the concept’s silliness. The soundtrack, a collaborative work made by an eclectic team of musicians, was almost absurdly ambitious.

Kasdan: I’m very close with the people who had made my music on all my movies prior to that; Mike Andrews and my music supervisor Manish Raval. My wife [Inara George] is a musician. A lot of musicians are around me a lot. A lot of my closest friends are musicians.

Michael Andrews (music director): He’s like, “We’re gonna do this thing and it’s gonna be a lot of work. You gotta make sure you want to do all this work.” I was like, “Of course I want to do that.” First and foremost I’m a songwriter-artist-performer. The score thing was something that I fell into. Making records is a big part of who I am. The opportunity to make an entire career’s worth of records over the course of a year was quite a challenge, but what a gas.

Kasdan: Before I had written it, I told him what we were gonna do and his eyes got wide and he was like, “This could be amazing.” And so Mike produced all of the songs at his studio in Glendale. We would camp out there.

Manish Raval (music supervisor): We all came together around a single idea. And I remember it happening very fast. From the first time I read the script, I was laughing every page ’cause I felt like I totally got every joke. Just from a musician’s point of view and a music lover’s point of view.

“A lot of times it made me sad that the songs were so silly. Because I thought they sounded so amazing and beautiful. And John was singing so great that it was so weird that the song was ‘Dewey Cox Died.’ It seemed like a waste of so much talent to make such incredible songs which were so wrong.” —Judd Apatow

Reilly: You know that saying, “Some people are born great and some people have greatness thrust upon them”? This was thrust upon me. I had to grow fast. And I also had to engage in songwriting with these guys who were professional songwriters. In order to make it seem like I wrote it, to have some of my point of view in it, I had to engage in the songwriting process, which is a whole magical alchemy of itself.

Dan Bern (music consultant): I knew Jake. He and I had become pals 10 years before that, right around the time he made his first movie, Zero Effect, with Ryan O’Neal and Ben Stiller. And I had just made my second album at the time and he used one of the songs on the end titles. And then Walk Hard came up. And when he told me about it, there wasn’t even a script, believe it or not.

Mike Viola (music consultant): I was living in New York at the time and Jake sent me the script and said, “Will you read this and tell me if it’s funny?” I had a kid, she was a baby at the time, and so I hired a babysitter and I went to the library just to get out of my house because I lived in an apartment. I just wanted to focus on it and get right back to my friend. I was just laughing out loud. People telling me to shush. It was a scene from a movie in itself. I came back to the apartment, this was all pre-cellphone, and I call him, and I go, “Jake, oh my God, this is unbelievable. Can you actually get away with making this movie?” And he’s like, “Yeah, man. We’re gonna do it.”

Fast-forward a couple of weeks. He gave me a shot at writing the Roy Orbison spoof song, “A Life Without You (Is No Life at All).” He said, “You want to give this a shot?” I said “Sure.” I’m a huge Roy fan and I just think that he thought that would be my wheelhouse. He was totally right. I really took to it. And I wrote a version and they loved it. And it was like, “Want to try another one?” So at one point he just said, “We need to bring you out to L.A.”

Bern: I basically dropped everything I was doing. And for the next couple years I just channeled Dewey Cox.

Reilly: Dan really threw his whole self into it.

Viola: So I got out to L.A. and I’m at the studio when they’re cutting the song “A Life Without You (Is No Life at All).” And I’m at my friend Mike Andrews’s studio and I meet John Reilly for the first time. We’ve become lifelong friends. But anyway, he’s singing my tune and it sounds unbelievable and the whole thing’s crazy. And then we start talking about this guy Dan Bern. And I didn’t know who he was but I knew that Jake thought he was one of the funniest guys he ever met. The next thing you know I hear something under the mixing console and there’s somebody under there, lying down underneath this Neve console. And it’s fucking Dan Bern. And he was under there the whole time. He was wearing a baseball hat and Lakers shirt or something. “Oh my God, hey man, what are you doing down there?” And he’s like, “I threw my back out.” I’m like, “So you’re Dan Bern.” And man, I love that guy. He’s my favorite songwriter on the planet. We became so close.

Bern: I remember going in with Mike Viola to a meeting with the two of us and Jake, John, and Judd, and they would fill a legal pad with just song titles.

Andrews: Mike and Dan just holed up in a hotel room and just started writing tunes.

Viola: It’s this great old Best Western above an awesome diner. They put us there for a couple months. And we just lived there. He had his room and I had my room, so we had a little privacy. But basically like every morning, we woke up, we’d have our guitars, and we’d meet in his room or my room, wherever the vibe was, and we’d just wait for the phone to ring. We’d be sitting there writing a song. Dan would be watching basketball. And the phone would ring and we’d be like, “Holy shit, who is it?” They’d be like, “Hey, we need a song.”

Bern: We’d write every damn song. And the next day lather and repeat. We did that for a long time. Just like that.

Kasdan: They probably wrote over 100 songs [or at least] attempts or ideas.

Bern: At some point, Mike and I became this two-headed monster.

Andrews: They would keep coming with tunes. And I was just like, “Look, man, you can’t keep coming here with tunes. You can’t keep doing this to me. We’ve gotta get these other tunes done.”

Apatow: A lot of times they would write songs based on the mood. So we would say, “Can you write a song that is a very naive early Buddy Holly type of song?”

Andrews: It started in the world of Johnny Cash. Then all of a sudden it was a parody of the Johnny Cash movie. Which it so wasn’t. Because it started that way, it was the easiest way to classify that movie. Making the music, at least for me, I was never really referencing that. When I was producing it, when I was doing the instrumentation, I was thinking more like Buddy Holly, Elvis Presley, Johnny Burnette. And then from there, we went into other genres.

Van Dyke Parks (songwriter): The piece that I was asked to cowrite with Mike Andrews and orchestrate was, by every intention, farce. And musical farce is probably the most difficult of all the challenges in the medium. Sometimes someone can make a musical joke and it plays once. But it’s really an accomplishment if you can make a musical joke that bears repeating. And of course that was our challenge, to try to make it plausible. We were sending up the Brian Wilson–Van Dyke Parks kind of concept of composing. It required the ability to self-criticize and to be the victim of my own joke. And I was put in that position. I was delighted to do it.

Andrews: Me and Van Dyke had a great time doing that Beach Boys jam. It just had become the most absurd thing. And then [we added] an extended Indian classical intro. And it was this monster that kept growing. And then of course it turns into like a 15-second bit in the movie.

Parks: The room sounded beautiful. It’s always nice to get a wall of brass. If you don’t have something real important to say it gets important with a wall of brass. Hit them with a wall of a sound.

Charlie Wadhams (songwriter): The description they gave me for “Guilty As Charged” was something like, “Imagine Merle Haggard in a trashed hotel room with a bottle of whiskey after he’d just been dumped by his wife.” And it’s a big fuck-you-to-the-world song. The other thing they said was, “You know that picture of Johnny Cash flicking off the camera? That’s the vibe of this song. And make it funny.”

Viola: Sometimes we’d make it too straight. Because we were being too conservative.

Wadhams: When I first heard about the gig, Mike Andrews said, “Hey, I don’t know if you’d be interested in trying to do this.” And my first thought was, “Yeah, that sounds nice but I probably wouldn’t be able to do it. I’m probably not good enough.” I just had self-doubt.

Viola: Judd would say, “Can you punch this up? Punch up these lyrics and make them a little bit funnier.” We’re like, “Aw shit, OK.” We’d get our pens and notebooks and try and make it funnier. And it was real Old Hollywood–type shit; when you have someone like Judd Apatow and Jake Kasdan pushing you to make shit funny.

Jake Kasdan actually taught me something really crucial very early on. There was a song I was trying to write … I thought it was really, really funny. I think it was called “I Don’t Stop to Smell the Flowers.” It was funny because [Dewey] loses his sense of smell. I was like, “This is gonna be really good.” And Jake was like, “Do you know what ‘swinging for the fences’ means?” Honestly I didn’t. I was like, “It’s a baseball term. I guess. But no. What does it mean?” He’s like, “Well, you’re trying too hard.” I learned a valuable lesson early on and I applied it to everything else moving forward.

Wadhams: The “Let’s Duet” one [cowritten with Benji Hughes], that was probably the most fun one to do. I sat around with a piece of paper trying to write every sexual word or phrase or slang that I could think of. And the first one that came to me, I think was that first line, which is, “In my dreams you’re blowing me … some kisses.” So from there it was like, “How do I match that level of humor?” I gotta keep that kind of funny going on throughout the whole song.

Kasdan: I think “Walk Hard,” which Marshall Crenshaw ended up writing, was great.

Apatow: Marshall Crenshaw I was always a big fan of. Jake and I, we had some rough ideas [for “Walk Hard”], and then he suddenly sent back an incredible song he had put together.

Bern: It’s funny, me and Mike write hundreds of songs and we get a bunch of ’em in but Marshall wrote one song. And that happened to be the “Walk Hard” song.

Morton: At first I was like, “Certainly I’ll help make the songs funny.” And then it’s just like, “No.” The songs are fully formed. Every day more and more songs would come in and I would enjoy them.

Apatow: The moment people present you with the final version of a new song … I think in all of show business that’s my favorite thing. For some reason that’s the most joyful part of the experience of almost anything else to me.

Reilly: There was a lot of heart put into it by a lot of people. Some musicians don’t write 35 original songs in their entire career. And we wrote 35 in six months.

“I was in awe of him, because he was like, ‘I don’t care.’ I think it’s a very small percentage of men that would be willing to show their penis in its flaccid state to millions of people in a movie.” —John C. Reilly

Andrews: It was a lot of work. John is a great singer. But he became a lot better singer during this movie. And at first I think he was like, “Who is this guy? Why is he making me do this so many times?” This is just really hard. Like being a producer on a record, you try to challenge the artist. And I tried to challenge him in the same way that I would try to challenge an artist. A legitimate artist.

Reilly: I was really determined not to be treated like an actor playing a musician. Because I’ve been doing musicals and playing music since I was a little kid. So I actually do have a lot of experience with music. And I wanted to prove myself to those guys. I wanted to show them, like, “You don’t have to treat me like someone who just needs to be babied and then Auto-Tuned later.”

Bern: We just assumed he was gonna be great.

Andrews: John was literally on set all day and then we’d record at night. He was working around the clock making these records. I think at the end of it, we recorded 45 or 50 tunes within like a six-month period.

Bern: I remember meeting him, seeing him for the first time. And it wasn’t like, “Wow, that’s John C. Reilly, the actor.” After working on the stuff for so long it was like, “Oh my God, it’s Dewey Cox.”

Andrews: I worked him really, really hard. And there were moments where he was really frustrated. And I think that we worked through it and we made something really, really great.

Reilly: I was in incredibly good hands. Mike Andrews worked harder than anybody on the movie, I think. Because of the hours that he put in. He was the one managing that whole stable of writers. He was the one producing it.

Apatow: A lot of times it made me sad that the songs were so silly. Because I thought they sounded so amazing and beautiful. And John was singing so great that it was so weird that the song was “Dewey Cox Died.” It seemed like a waste of so much talent to make such incredible songs which were so wrong.

Raval: They were tremendous songs. I think they were fucking great. It wasn’t a parody. It wasn’t like a funny version of “Walk the Line.” Or a funny version of “Midnight Train to Georgia.” It was like, “No, no, Dewey Cox is really good.”

Kasdan: He’s not doing a bit. He’s finding the emotional truth of what he’s playing. Even if what he’s playing is crazy. And that’s his great gift.

Part III: “I Couldn’t Say No to Something Like That”

Because Walk Hard was a multi-multi-period piece filled with intricately staged musical performances, it required an extraordinary amount of preparation before a single scene was shot.

Reilly: I think one of the mind-fuck things about the movie is that it doesn’t look a comedy. It looks like a biopic. The costumes are perfect. All of the instruments are perfect.

Kasdan: To do all those places and all those things, we built just a crazy amount of stuff. Jeff Sage, he’s a designer that I’ve worked with a lot. Brilliant guy, really kind of just outdid himself.

Jefferson Sage (production designer): I don’t know how I missed it at the beginning, but I only learned as I started peeling it apart a little bit and saying, “OK, we’ve got these scenes, and wait a minute, then we go to the ’60s, so we’ve only gotten to the ’60s and we still gotta go up to modern times? Holy mackerel.”

Kasdan: It’s much more heavily designed than a comedy like that usually was. He built seven hotel rooms and three music studios. Everything was very detailed and authentic.

Sage: The big studio for the Beach Boys [parody] world was built on stage. I just dug into research on some of the recordings in that period.

Andrews: Van Dyke came over, we wrote that tune, I sang it with all the Beach Boys–isms and everything in it. And then I went to the set and Jake was like, “Make sure they don’t fuck up the look of the studio. Tell them what you want the studio to look like.” So I went over to the set guys, told them what the studio was supposed to look like, then by the time we had made the song, they had built an entire recording studio that looked just like a ’60s recording studio complete with like 25-foot ceilings and a control booth on the second floor. It was just fucking insane.

Debra McGuire (costume designer): This could never have happened with any other actor on the planet, but John loves costumes and character. He loves finding his character through costumes. It is a dream come true to have an actor like that. For something that has 120 wardrobe changes. So try to wrap your brain around it.

What Cathy [Hahn] and I did, she was assisting me, is we divided these fittings up into periods and we also invited Lori [Guidroz], who did the hair, to join us in these fittings so we could put the appropriate wigs on and really get in the mood and the vibe and the character for these eras. What we did is we made music tapes for each era. So John literally is the only actor that exhausted me. I can go a good six hours in a fitting if it’s happening. He was like nonstop. I remember when he put on the outfit that he was roller skating in, and he goes, “I have to show this to Jake!” He literally roller skated out of the room, went down the stairs in his roller skates, and is roller skating around.

The cast of Walk Hard is filled with comedy superstars and character actors. There are so many A-listers in small roles that it’s hard to remember everyone who’s in it. Kristen Wiig, who’d joined the cast of Saturday Night Live in 2005, and Jenna Fischer, who was early in her run on The Office, play Dewey’s wives Edith and Darlene.

Kasdan: We were just looking at the funniest people to populate the thing with.

Reilly: I was very involved in the casting of the movie.

Kasdan: Kristen Wiig came in to just kick it around with him one day.

Reilly: When you look at her you’re like, “It’s like she has a secret.” It’s like she knows something about the way life works that you don’t. There’s a mystery to her and she’s so goddamn funny. [Through a publicist, Kristen Wiig declined to be interviewed for this story.]

Kasdan: She had, in the couple of years before that, emerged as one of the real breakout people on SNL. She was so fantastic so we grabbed her while we could.

Jenna Fischer (Darlene): I did this little movie called The Promotion with Seann William Scott and John C. Reilly. And while we were shooting that, John said, “Hey, I’m doing this movie with Judd right now, you would be really great for the role of Darlene, who is my wife.” And I said, “Oh, great, lemme check it out.” And he’s like, “Well, I’ll tell Judd and you tell your people to follow up with him.” So it was sort of like John recommending me, at least from my point of view.

Reilly: Jenna had this, and still does, this incredible wholesome quality. But she’s got the cleverness of a great comedian.

Fischer: They sent me the script and I read the role of Darlene, but then also the role that Kristen Wiig ended up playing. The first wife. And I said to my people, “Oh, when he said my wife, I think he must mean his first wife because that was just sort of the put-upon, like, more dowdy one.” And my reps called back and they said, “No no no, they meant Darlene,” and I was like, “Darlene like his sexy wife lady?” No one ever wants me for that role. I’m like, “Check again.” I’m always playing, like, the one in the background. The overlooked wallflower girl. I’m like, “I’m terrified to play the sort of vixeny sexpot lady.” They’re like, “They already cast you in the role.”

Reilly: She looks like this girl next door, this really sweet kind of, very on the surface, sweet Polly Purebred kind of look, but she’s got this really wonderful subversive sense of comedy, as you can see on The Office. We knew that. We couldn’t just have someone who was genuinely just sweet. Because we were making a satire and this movie had to have this edge to it.

Fischer: I auditioned for Judd and Jake, and John was there and read with me. And I can’t remember what it was in the scene, but I had the benefit of already knowing him and having worked on this other movie with him. So we improvised the scene and I think I went over and sat on his lap, which is not something I would normally do in an audition to a costar. But we had a familiarity. There was just this free-flowing fun chemistry that sort of sparked in the room. I would’ve never done that if I didn’t know him from before.

Reilly: Once Jenna came in and we did this sort of chemistry read, I was like, “Oh my God, she’s gonna be perfect.” And compared to Kristen, who was basically playing like a Robert Frank photograph, of the starving woman in a tent with her baby. That’s what we wanted her to look like. So she was supposed to be this Appalachian, wire-thin, hillbilly lady. And then you meet Jenna, who’s like all these curves and lusciousness, and hair, so I just thought, “These are the two perfect clichés for what he starts out with and what he bounces to.”

David Krumholtz (Schwartzberg, Dewey’s manager): I was just happy to be there doing something. And kind of mocking myself on some level because at that point I had done Ray. And I had played the same character essentially. And I had done Bobby, which was an Emilio Estevez movie where I played Demi Moore’s manager. I had done it a couple times. And of course it’s always a little Jew. When I saw his name was Schwartzberg, it was my idea, I said, “Why don’t we give him a unibrow and a mole?”

Martin Starr (Schmendrick): John C. Reilly had watched Freaks and Geeks the week prior and reached out to Jake to see if he would reach out to me to see if I would do it. It was just kind of a last-minute addition. That was fun.

Margo Martindale (Ma Cox): I had done a movie with [Reilly]. We had a blast together. He made me laugh hysterically.

Raymond J. Barry (Pa Cox): Very often I’m hired to intimidate someone. And it’s not like I walk around the universe trying to intimidate people. I know what is required. And usually what it has to do with is stillness and keeping my eyes locked into the other person and saying the words. In the case of Walk Hard, I knew I could loosen up and have a ball. And that’s the way it turned out, mainly because John and I got along so well.

“Actors, God bless them, are some of the worst people I’ve ever met in my life. And that always gets in the way of brilliance. So when you catch one, it’s like catching a lightning bug. It’s so rare. You just want to act with that person forever. The strength of that movie was John’s commitment. He’s just on another level.” —David Krumholtz

Starr: There were some really amazing experiences that were just small moments, but beautiful. I’m fortunate having them as memories. Just sitting on set and listening to Harold Ramis play Beatles songs and Phil Rosenthal singing them in the same [Yiddish] accents we had in the movie. So, so funny and wonderful. Just sitting at a table. I can’t remember that there were any other people nearby. They were really just doing it for themselves. And I got to hear that.

Barry: It was really a party, shooting the movie.

Few of the supporting roles were as important as the three members of Dewey’s band.

Chris Parnell (Theo): I got a call from Jake and Judd Apatow telling me about it and asking if I wanted to be a part of it. I couldn’t say no to something like that.

Matt Besser (Dave): I took guitar lessons when I was like 12. And I was terrible and I hated it. My teacher was old and we just played “Row, Row, Row Your Boat” and shit. But I’d always been a fan and hung out with guys in bands.

Tim Meadows (Sam): The preproduction work that they did on the movie was amazing. We learned how to play more songs than were in the movie. We had to learn everything that could possibly be coming our way.

Reilly: I just knew going in every day, “I’ve got this all-star comedy team around me.” So if I have to keep it serious one day, or I just don’t have any great ideas, these guys are just: boom boom boom. Every single day they’re coming up with new stuff and funny stuff.

Fischer: Me and Chris and Matt and Tim, we had a lot of free time on the set. We were like just sitting around in our full wardrobe waiting for our one hour of work each day. I just remember them making me laugh so hard.

Besser: When Judd gave us those roles, they gave us our instruments and teachers.

John Armentrout (music coach): They hired me to work with Matt Besser. He was struggling with guitar and needed some help.

Besser: I just would have nightmares of there being close shots on my fret work in the movie at some point. And of course, at best, they were 100 yards away from us playing guitar.

Armentrout: He grew to trust me and liked me and I guess he had talked to Chris Parnell on the set one day. … He had been taking lessons in New York on a regular electric bass and so Matt had told him about me and said, “Hey, maybe John can help you out.” So Chris called me and I started working with him.

Parnell: They gave me a bass that was marked with the frets, so I could figure out where to put my fingers more easily. And then they wrote it out in a way that would be easy to follow.

Armentrout: They made a last-minute change. They said, “In the ’50s-style stuff, we want you to play an upright bass because we just think the look would be better. It would be cool.” He was a little frustrated, and understandably so, because it was a completely foreign-looking instrument. And then he dove into it.

Parnell: I’m a little obsessive, so sometimes the track that we’d learn would change when we were actually shooting. Some little thing would be different, or maybe quite a bit different in the bass line, that would always drive me crazy. I would go, “What? That’s not what I learned.” I’m sure I was not a joy to deal with.

Armentrout: Look, I’m not an actor. I wasn’t gonna tell them how to act. I thought the only way I knew how to do this was to actually show them how to play the instruments and see how far they could take it.

Besser: The teachers would be like, “OK, this is the way they would strum in the late ’50s. And in the mid-’60s, they started strumming like this.” So it wasn’t just that we were learning how to play. We were learning how they would specifically do things in each era.

Meadows: I went in thinking my character is one of the best drummers in R&B or rock ’n’ roll. He had a reason for being around so long. Because the musicians were gonna stay throughout the whole span of the movie. So I was like, “This guy has gotta be good then.”

Besser: I think we stressed about it way too much. But the actual filming, when you’re there, is about the comedy, not, “Let’s hear Parnell, Meadows, and Matt Besser’s musicianship.”

Meadows: It’s the hardest work I ever did on a movie. I had to practice playing the drums. They had a set of electric drums set up in a room on the studio at the offices and I would go in on my days off and practice.

Parnell: It felt like getting to be a rock star for a little bit.

Meadows: Besser was actually strumming some of the chords correctly. But there were points where Besser couldn’t do it. He couldn’t strum it correctly. So he would turn to me like while we were playing so he would hide his fingering from the camera shot. And I would just shake my head, “No. You’re fucking horrible.” Like in character, though. He did it so much.

Besser: It was Chris, Tim, and I. We were a little trio. We became a band. When I think of that movie, I just think of the three of us, honestly.

Meadows: We ate our meals together every day on the set. And it was fun. There were running bits that we would do. We tried to make each other laugh. One I remember, we were doing that scene with Jack White, where we run off stage. We were just shooting the side where we all run off stage and as soon as we were out of camera frame, me and Besser would turn to Chris Parnell and pretend to kill him. We would mime it. I would hit him in the head with my drum sticks, and Matt would knee him in the stomach. And Chris would play along. He would bend over and then we would like, knock him to the floor and start kicking him in the face.

Armentrout: I told them that my one goal for them—aside from doing really well on camera—was I wanted them to play “Walk Hard” for me once as a group. Not to track or anything. And there was a point when we were down in San Pedro at the Warner Theatre where we were rehearsing and we kind of went through everything. We were talking about the punk version of “Walk Hard” and how we were gonna do that. And so I said, “Hey, we’ve got a few minutes to kill here.” And so I asked them—because they were kind of like, “We’re done, we want to get some lunch”—I said, “Can you do this for me?” And they’re like, “Yeah, sure we’ll do it.” They played through “Walk Hard,” start to finish, as a band. I’m not gonna say it was great or anything but it was pretty good. It made my day.

Part IV: “I’ll Fuckin’ Do It Live”

By the time filming began, Reilly had fully embodied his character.

Reilly: I felt like this movie was a culmination of everything that I had done up until that point as an actor and a musician.

Raval: For Reilly it must’ve been amazing to have all these months of preproduction to get into character. He stepped on set and it wasn’t like he was gonna figure out who Dewey Cox was. He knew exactly who he was.

Sage: John C. was very into the instruments being period correct and also character correct. He went through a lot of guitars and he was like, “This just doesn’t feel right for Dewey.”

Martindale: I think he really became Dewey Cox.

Meadows: You would think that the guy was a real person.

Krumholtz: It was a bit of a Method deal. And I remember at the time, John, he was eating a macro diet. And I don’t know if he still does that. But he was doing it at the time. And I kept thinking like, “Man, I should get on a macro diet because whatever this dude is doing is kind of getting him there.” You know? And then you look at the food and you’re like, “No, I could never do that.”

Nat Faxon (Awards Show Stage Manager): It wasn’t necessarily like a Daniel Day-Lewis scenario, where you’re referring to him as his character. But I will say there was an element of him sort of being that guy a little bit on set, whether we were shooting or not.

Krumholtz: [It was] in a very much, “Come along with me, you’re gonna have fun, but you’ve gotta sort of go with me.” That’s always nice. It wasn’t the method where it’s like, “Call me Lincoln. Find me in the corner with my thoughts.”

Faxon: It did really feel like he was embodying that spirit even if he was being himself.

Sage: He was one of the leaders of the whole project. People looked to him and he did a lot to just keep the crew upbeat. A lot of actors will just retreat. “OK, I don’t have to be here until I film so I’ll be in my trailer.” They sort of take themselves out of the nitty-gritty of getting the lighting finished and getting the set ready. I remember John being around all the time. And he talked to anybody. That is a choice they make.

Fischer: The lead actor on any project really sets the tone. If they are grumpy or demanding or moody or any of those things, it just kind of colors the whole project. He brought with him to this project so much integrity, such a strong work ethic, but also a playfulness that created kind of like this perfect storm, that everybody wanted to work hard.

Starr: He’d been a day player on a movie before. … So I think he knows what it’s like to be on the other side, and that makes him more welcoming as a producer and as the lead in the movie. He sets a tone in a huge way.

Krumholtz: Actors, God bless them, are some of the worst people I’ve ever met in my life. And that always gets in the way of brilliance. So when you catch one, it’s like catching a lightning bug or something. Or a hummingbird. It’s so rare. You just want to act with that person forever. You know that the next guy, the next lead actor, is gonna be a half a douche. And that just wasn’t the case with John. The strength of that movie was John’s commitment. He’s just on another level.

Martindale: He’s delicious.

Kasdan: He doesn’t have 10 minutes [off screen]. I’m not sure there are any scenes he’s not in.

Reilly: I worked every single day on that movie. I don’t think I’ve ever done that on a movie before too. They were like, “John if you get hurt, we’re fucked.”

Kasdan: I think, for him, it was almost this athletic kind of challenge. He was incredible to watch.

Viola: We were cutting that song “Royal Jelly.” There’s a lot of words, in a Dylan way.

Reilly: Dan Bern, who wrote that song, “Royal Jelly,” is as big a Dylan fan as you can get. Dan naturally sounds like Bob Dylan when he sings. He’s from the Midwest and he has this similar kind of nasal twang. But he wrote this song—the joke of it was it’s so opaque that you can’t understand what it means and it has so many hidden meanings.

Armentrout: It’s capoed on the seventh fret, and I went to John and I was like, “Well, this song’s capoed. You got a capo? I brought a capo with me. You can practice with it.” And he looks me, in character, and he says, “Dewey don’t do capo.” I’m like, “That’s cool.” I wanted him to be comfortable with it. It didn’t matter what I thought. So later on he comes up to me and goes, “Is the song really capoed?” I said, “Yeah.” He goes, “Can you set up my guitar with the capo?” He said, “I don’t like the sound of the capo.” We had this Martin D-18 we were using and I said, “Yeah, yeah I’ll go do some work on it and I’ll come back and it’ll sound great.” And so that’s what we ended up doing.

Reilly: I remember standing up there rehearsing it and dressed like Dylan and feeling like, “Oh my God, I feel like Bob Dylan!” It’s insane. By the way, today’s my birthday.* And it’s also Bob Dylan’s birthday. So Bob’s 78 today and I’m 54, but I was really channeling him at that moment. [*Dylan and Dewey Cox, err, Reilly, were indeed both born on May 24.]

Viola: I don’t know how you lip-synch a song like that. I had suggested he do it live. And Reilly’s like, “Yeah, I’ll fuckin’ do it live.”

Armentrout: All the weird lyrics and he did it.

Reilly: I found myself getting really emotional when I was singing it. It was a real testament to the fact that it doesn’t matter what the words of a song are. If you put your spirit into it and you really mean it, you really can try to connect with an audience.

Armentrout: There were like 800 extras in there. Everyone was like, “Damn that was awesome.” And they didn’t film the rehearsal. And Jake’s like, “Were we rolling?” We weren’t rolling. He’s like, “Oh crap. Can you do it again?” [Reilly’s] like, “Yeah, I’ll do it again.” And so he does it again.

Hill: It was punk.

Reilly: There were moments like that all along through the movie where I realize like, “We are in deeper than any of us realize.”

Wadhams: He would just kind of improvise a little bit, like on “Guilty As Charged,” he off the cuff started to throw out lines, being like, “Morning your honor, may I approach the bench?” I’m pretty sure that was just him coming up with his own thing.

Krumholtz: I just remember him off camera improv-ing. Which to me is always the mark of someone who deeply cares. He was trying stuff out, he was feeling stuff out. He had already done his coverage in the couple scenes we had together. And here he was, giving me his best, and trying to make me laugh and break.

Meadows: He shows so much commitment. Like the story that I told you about us laughing. We would beat up Chris and we would mime it. That kept elevating to the point where we started laughing during one of the takes. He wasn’t happy that we started laughing while he was doing his take. He didn’t get upset, but he was just like, “Guys!”

Kasdan: To be that funny and also be able to be subtle and emotionally grounded in something as ridiculous as that. To break down in tears over, “You can take the kids, but you’re leaving my monkey!” and cry real tears over that. He’s really playing it. He’s not feigning at it.

Reilly: I’m sure Michael Jackson was really attached to that chimpanzee. So was Elvis. That’s where those stories come from. Elvis had a chimp called Scatter. It was his chimp’s name. And in this moment when everyone in the whole world was treating him like he was some kind of demigod, he only felt connected to Scatter. I know it sounds crazy but it’s actually a beautiful and sad thing. So the movie toggles back and forth between that.

Apatow: One of my favorite days was when Harold Ramis was on the set as the guy from the record company. And the joke was he was an Orthodox Jew. And there was a scene when Dewey Cox is in jail and he’s talking to Harold Ramis. And he says, “So we have privacy, can we speak in Hebrew?” And then Reilly is reading phonetically off of cue cards. And at the same spot every take, he’s able to make himself cry. He doesn’t even know what he’s saying, and he’s acting out this scene where he’s very depressed, and on the same Hebrew syllable he can make the tear fall. And I said, “John, that’s amazing.” And he said, “Yeah, it’s just something I can do. I’m really good at crying.”

Part V: “I Don’t Like Letting the Audience Off the Hook”

Those involved in the making of Walk Hard relished tweaking the conventions of music biopics. From infidelity, to orgies, to addiction, to over-the-top physically destructive behavior, to a Mel Brooks–like take on ethnic stereotypes, the movie had it all.

Kasdan: We just couldn’t believe we were getting away with this because it was such an odd joke to commit this hard to and make an entire movie about. It wasn’t necessarily obviously like a genre or subgenre that screamed out for its own parody in the way that Scary Movie, or something, did. It’s a much weirder thing to be going this broad on. And I had this simultaneous conversation of like, “What’s this gonna be in people’s minds if they haven’t seen a lot of those movies? What are they gonna think?” There were a few touchstone jokes and bits and ideas that helped us locate a more universally palatable comedy zone for it while staying true to what it is.

Apatow: That journey of the music star is a journey I’m familiar with through all the people I’ve encountered in my travels through show business. I’ve seen people who’ve had rough childhoods deal with it by becoming creative, and coming to Hollywood and trying to get their big break, and then getting their big break and then having major problems with addictions and their marriages, and then fighting back and having some sort of comeback. We present it in a funny, silly VH1 Behind the Music way, but it’s an incredibly familiar story that I’m very sympathetic to.

Kasdan: We knew that we wanted it to be R-rated and to go for edgier kind of R-rated jokes. And seeing part of the sex and drugs thing.

Throughout the movie, Meadows’s character dramatically introduces Dewey to increasingly harder drugs. When the star expresses interest in indulging in a new substance, Sam unsuccessfully warns him, “You don’t want no part of this shit!”

Reilly: Among all the band guys, I was closest with Tim as a friend. I knew him around the same time as I met Will Ferrell, when they were both on Saturday Night Live.

Meadows: The thing that made me laugh the most was John C. Reilly, his reaction of not reacting to it was making me laugh. And the fact that the conversation was going on for a little bit too long. He also made me laugh during the take when we were doing the cocaine thing. He goes, “I’d like to try me some of that cocaine!” or something like that, you could see me laugh in the shot.

Reilly: It felt really good, being in this position, this intense pressure position of being the lead of a movie, to have people that I deeply respected and thought were really funny people. To have their respect and their support gave me the courage to do it, really. Tim Meadows is definitely one of those people.

Meadows: The phrase that people quote back to me is, “You never once paid for drugs. Not once.” When we shot that scene the camera was going from each of us.

Reilly: The volcanic anger that comes out of Chris Parnell in that scene, it’s just amazing.

Meadows: It was like a pan of each of us saying our lines. And I said mine first and I think Parnell and Besser and the camera would come back to me again and when we were doing it, I actually had another line. But I decided to say, “You wouldn’t pay for drugs. Not once,” again but angrier. And they would go to Parnell and Besser and they came back to me again and instead of saying the other line I said, “You never paid for drugs. Not once,” even more angry. I could hear Jake and Lew laughing off camera.

Morton: He seems like one of the all-time greats at just playing attitude like that.

Parnell: You never feel like, “Tim’s trying to be funny.” He just is.

Meadows: I can’t take any credit for it. They would shout lines to me off camera occasionally or change the run a little bit. Or [ask me] to do it more desperate. When I saw it in the script it made me laugh because I knew that scene from other movies. But I didn’t know it was going to become a catchphrase.

Fischer: There’s the scene with John and I, where I’m laying on top of him in lingerie. But we’re just friends. And we’re talking. I remember [the producers] saying, “Can you improv? Just say the dirtiest stuff but like super deadpan and earnest and matter of fact.” And I thought that was so funny. So I just started spewing the dirtiest dirty talk I could think of. And they were cracking up, and we were all cracking up, and then when we cut, I realized how revealing that was. I could only say things, maybe not that I had done, but that I at least knew about. I was like, “Wow, I’ve really revealed something about myself in this scene.” I definitely felt very vulnerable for like a day and a half around everyone on set.

Reilly: I remember that Kristen and I were really nervous to work together. I was nervous. I was intimidated by how funny she was. It was one of her first films, so I think she was a little bit nervous and we were supposed to have these “animalistic” sex scenes. Where we have these terrible fights and we kiss. And that’s another one of those clichés in biopics: the tumultuous relationship. So the first time we had a kiss, I just have pretty low self-esteem about things like that in general. I just don’t see myself as being like a handsome, kissy-face guy in movies. I was a little nervous about it.

So I was like, “Jake, so what are we gonna do here?” He’s like, “Yeah, yeah, you have the argument and you just go in for this crazy makeout.” We’re like, “OK, should we rehearse it? Or no, let’s just go for it.” So the first time we do it, we’re yelling and we go for the kissing part and both Kristen and I come in with such heat that we smash our teeth into each other. And immediately like, “Oh my God! Oh my God!” We had to stop. It turns out something I guess I could’ve learned from some heartthrob movie actor, you know, you make it look like you’re coming in with a lot of velocity, but you’ve gotta put on the brakes at the last second so you don’t bash into someone’s head.

Fischer: We have that crazy scene, our sex scene where we’re like punching each other. And it’s like this wrestling match. That was so highly choreographed and we knew there would be no nudity. But to give the illusion of nudity we were basically nude. And sweating. It was like a stunt but it was a sex scene. And I remember being physically exhausted, like I’d run a marathon. And also, likewise, feeling so vulnerable after the [previous] scene but after this scene, even though, like, John was in like a penis pouch and I was in like a flesh-colored G-string and pasties, I wasn’t shy at all. That was like, “We’ve got a job to do.” I don’t know why I’m talking about this. But the movie’s kind of got a lot of this stuff in it. I never had a job like this before. And never since. I’ve never since played this kind of role. You know what I mean? But it was also just very technically interesting to me.

I found John C. Reilly to be one of my sexiest costars I’ve ever worked with. Well, I just also want to say his wife is a phenomenal woman. He loves his wife so much and she would come to set. And I think for that reason, and just for how safe he is, I felt really comfortable. I felt really comfortable throwing myself into all of these scenes with him because I knew I was in such safe hands.

Apatow: For a while I thought it was very important to do male frontal nudity in movies, because you always show women and you never show men. So almost as an inside joke with myself I started seeing how many times I could get that accomplished in a movie.

Parnell: I was actually naked for one scene even though you can’t see any part of my nakedness, really. Jake asked me if I’d be naked while playing cards there. And I was like, “Yeah, sure.” So that was interesting to do a scene with a bunch of naked people.

Apatow: So Jake and I write this scene where [Dewey’s] calling home.

Reilly: It’s a very difficult conversation with my wife. I’m out on tour, which is a conversation that I’ve had myself. When your partner’s missing you and you’re like, “I know, honey, I’m gonna be there, and duh duh duh dah.”

Apatow: People start revealing themselves in the room and clearly it’s the end of some horrifying orgy.

Kasdan: They’re all naked. I don’t remember exactly how it came to us that the button on the scene should be that this guy’s unit appears just over Dewey’s shoulder.

Reilly: It’s a two shot. My face and a penis. That will probably never happen to me again.

Apatow: I forgot what he asks him.

Kasdan: “You want a cup of coffee?”

Morton: I remember sitting there thinking it was super hilarious that he would be named Bert. That he would have this sort of really dorky name.

Parnell: I just thought it was so great that they at least showed one penis. With all the other female nakedness. It was only fair that there is one male fully naked on screen. And also, you just never see naked men in movies. It’s ridiculous.

Meadows: The guy who did it was very brave. I would never do that.

Reilly: I was in awe of him, because he was like, “I don’t care.” I think it’s a very small percentage of men that would be willing to show their penis in its flaccid state to millions of people in a movie.

Kasdan: This was probably one of my favorite test screening experiences ever. So we’d been talking about it and Judd said to me, “I think the reason we’re not getting the reaction we want is that we’re not hanging on it for long enough.” By the way, there’s no way to talk about this without everything sounding like a double entendre. But he’s like, “I think we need more of the penis.” In the cutting room, we had this hilarious conversation about it back and forth. I’m like, “You think so?” He’s like, “I really do. I think people need to see it for long enough. Some people are missing it. And I think you need to see it long enough to where it’s like a laugh and then the laugh dies and then it’s like it’s still there and then it keeps going. And it’s sort of a second joke.”

Reilly: The joke worked because we went for it so hard and [the actor] went for it. Well, not hard.

Kasdan: We talked about this a lot. We cut a hundred versions of it. And then we go to this one screening that’s really a lot of the penis version. And the scene comes on, and it’s a nail-biter, and initially, there’s this gasp, and then it stays and it continues and it gets like very quiet. Which is your absolute nightmare. And then finally we hear somebody say, “I don’t need to see this!” And then an entire row of people stood up and walked out of the room.

Reilly: I don’t like letting the audience off the hook. Even if it’s comedy, I like there to be emotional real things in the comedy, or sad things, or dramatic things. And then you really earn the laughter. And the same thing in a dramatic film. When things are sad in life they’re not just sad. How many laughs have you had at a funeral or in a hospital room? Human beings, we bounce back and forth between comedy and drama. That’s what we do.

Part VI: “Oh No, There Goes the Sequel”

The premise of Walk Hard was catnip for real musicians.

Raval: You mention the idea of Walk Hard, the story, to any bona fide rock star, it was an immediate “Yes.” When we asked Jack White, “Do you want to play Elvis Presley? We’re gonna take the piss out of these biopics.” He was like, “Yeah. I’ll be there next Tuesday.” There’s nothing else I can call him for.

Reilly: I convinced Jack to do that because I was like, “Who is even close to being the Elvis of our time?” At that moment it was Jack. Jack was like maybe the last rock star. And the size of him and he looked close enough [to Elvis]. He had that kind of overwhelming like, Holy shit is this guy talented? kind of quality.

Morton: Judd and I were basically like, “The set photographer’s here, I need to go over there and act like I’m having a good conversation with Jack White explaining comedy to him.” So there can be a photo of it that I can have. That really felt like royalty had come to the set.

Besser: Have you talked to Meadows yet? We joke around about this one story. Because he says I tell it too much.

Meadows: He’s so proud of his moment with Jack White.

Besser: They had all these amazing authentic vintage guitars backstage. And Jack White was excited about that, of course. And he takes my guitar from me and he’s like, “Let me check that out.” He starts doing his Jack White thing on it and just jamming on it and everybody’s standing around going, “Oh, this is great. This is amazing.” And then I take it from it, I’m like, “No, Jack. That’s not how it goes.” And I take it—and I’m telling you, I can barely play at this point—and all I can do is these major chords. So I’m like, no it’s this: G-A-D, G-A-D.

Meadows: I think he laughed. But he didn’t really know Besser. He kind of thought Besser was just some extra.

Apatow: The next day, we had Eddie Vedder come and he’s doing the induction speech at the Rock & Roll Hall of Fame for Dewey Cox.

Raval: We were in the parking lot together. We walked onto set. There was like 150, 200 extras. I remember walking down the steps with Eddie and Jake and the entire room just came to a hush. Like silence. “Fuck, oh my God. Eddie Vedder’s here.” I remember feeling like, “Oh, this is why we’re making this movie.”

“We made this absurd comedy that has full frontal male nudity and all these drug jokes, that people are still moved by—that to me is a perfect movie.” —John C. Reilly

Apatow: When we asked him to do it, we sent over this very short speech. So he came and he had that down. And as soon as he arrived, I handed him a massively extended version of the same speech. We had taken a paragraph and made it three solid pages. And put it on a teleprompter. He gave me a look like he wasn’t sure what he felt about the expansion of the speech. And the speech went on and on and on. … And he looked at me and he said, “I am never gonna get asked to give one of these speeches at the Rock & Roll Hall of Fame again.”

Kasdan: He went up there and read that speech with all of the kind of gravity and reverence that he would reserve for an actual legend. And it was hilarious. It was like five minutes long.

Fischer: I was in my old-age makeup. So I’m old Darlene. It’s the end of the movie. I’m in the latex makeup that was very suffocating that was making me feel sort of claustrophobic. While doing this movie, since everyone was sitting around with a guitar all the time, I started playing guitar. So I’m sitting at the edge of the stage, waiting for everything to get set up, and I’m playing a guitar, and I’m playing an F chord. And this guy comes over to me and he says, “Hey, I can show you another way to play the F chord if you want. It might be a little easier for you to transition between chords.” I’m like, “Oh, OK.” I’m assuming he’s like a grip on the crew.

And then the set photographer comes over and starts taking our photograph, starts documenting this moment. I’m like, “This is so weird.” So then the guy leaves and the set photographer says, “I can get you those pictures if you want.” And I’m like, “Yeah, cool. Whatever.” And then he goes, “Do you know who that was?” I’m like, “I don’t know who that was.” And he goes, “That was Eddie Vedder teaching you how to play guitar.” And I was like, “Oh my God!” I didn’t know what he looked like! And then I never saw him again.

Apatow: We had to record this version of “Walk Hard” which would be played at the Grammys tribute to Dewey Cox. So we said, “You need an all-star tribute.” And we get Lyle Lovett, and Jewel, and Jackson Browne, and Ghostface Killah to collaborate on an all-star version of “Walk Hard.”

Andrews: I’m producing Ghostface Killah, which is fucking hilarious.

Apatow: I went to the studio and we’re all sitting around with Ghostface Killah as he’s writing the rap. I don’t think I’ll have happier days. I’m proud to say I’ve worked with three members of Wu-Tang Clan, so far. RZA was in Funny People, Method Man was in Trainwreck, so I’ve gotta get Raekwon the Chef in my new movie.

Andrews: Lyle’s like, “You guys go ahead and I’ll go last.” So Jackson goes in there and does his thing, Jewel goes in there and sings her part, and then Lyle Lovett just goes in there and in one take, just fucking kills it so hard. Just so calm, such an incredible performer. That day at Sunset Sound was definitely the most surreal recording situation I’ve been in.

Apatow: The last song was something that Jake and I were talking about. The song that sums up [Dewey’s] entire life. And it was called “Beautiful Ride.”

Bern: I had the bulk of the song and then the same day I met Mike Viola. We got together on that and added that sweet chorus. So that cemented our working together after that.

Viola: “Beautiful Ride” is a very subtle song. You really have to look close to find the laughs, you know?

Bern: When Dewey sang it, he died. I was like, “Oh no, there goes the sequel.”

Apatow: A year or two later, Miley Cyrus had a huge hit with a song called “The Climb.” Which is a great song. But it sounds exactly like “Beautiful Ride.”

Reilly: I don’t want to name-drop or whatever, but very famous actors and people that I’ve worked with have come up to me and said, “You know, ‘Beautiful Ride,’ it makes me cry in the morning when I’m trying to get psyched up and I’m feeling like I’m not confident or my life is off track. I listen to that and it gives me so much inspiration, so thank you for that.” We made this absurd comedy that has full frontal male nudity and all these drug jokes, that people are still moved by—that to me is a perfect movie.

Part VII: “It Felt Like We Gave the World a Beautiful Gift, and They Didn’t Unwrap It”

The fake biopic’s long ride to cult classic was anything but beautiful. Released on December 21, 2007, Walk Hard grossed $20.6 million worldwide against a $35 million budget. For Reilly and Co., watching the movie bomb was nothing short of crushing.

Kasdan: It was during the writers strike that year that the movie was coming out. So talk shows were all down.

Reilly: This movie really needed to be explained to people that “It’s not a real person. It’s a satire.” And that’s what you are able to do on a talk show. You could do it to a wide audience on a talk show.

Kasdan: Everything’s completely changed in the last 12 years since then. At that time that was an important sort of part of how you get a movie out there.

Reilly: The studio was like, “We’ve gotta get some kind of promotion out there.”

Viola: Sony decided, “Look, we’re gonna plunk down some money, get you guys a private jet, and you’re gonna play all these key markets.”

Reilly: We did [a seven]-city concert tour in character. Dewey Cox and the Hard Walkers: Cox Across America.

Apatow: People would go crazy. They didn’t even know the songs.

Viola: We were on a fucking private jet. I’ve been playing music in bands my whole life, but I’ve never had that experience. It was incredible.

Fischer: I was so convinced that the movie was gonna be huge that I envisioned John and I going out on a tour as our characters singing our songs. I was ready to hit the road as Darlene Cox.

Wadhams: I remember seeing billboards around L.A. and getting very excited about it. And I was hoping that everybody else was seeing these ridiculous billboards with John C. Reilly looking like Jim Morrison.

Apatow: There was an ad for award season with him giving the finger like Johnny Cash. It was a “for your consideration” ad. I’m surprised they even put it in the trades.

Fischer: I remember the studio had all this merchandise that they were ready to roll out.

Apatow: John played live for all the Golden Globe voters at some hotel in Beverly Hills. And then he got nominated for Best Actor in a Comedy. The movie was not nominated. Then there was a writers strike, so they didn’t have the Golden Globes that year.

Bern: The movie came out around Christmas. I believe the week before there was a Monday Night Football game with the Bears and the Vikings. And the studio had arranged for during halftime of that game, that there would be a 30- or 60-second Walk Hard promo. So Jake asked me to write something for that spot. Like a football-themed Dewey Cox thing. So I went ridiculously deep into this thing. I think the thing was supposed to have happened in 1970, this fictional Dewey Cox halftime show. I was to the point of, “OK, in 1970, the kicker for the Vikings was Fred Cox.” So I was doing these 20-to-30-second jingles that supposedly Dewey had written. Some of them were in horrible taste. There were at least 10 or 15 that traded on the fact that the kicker was Fred Cox. I think I sent Jake about 60 of these little football songs over a couple of months. Finally, they went with what I guess should be the obvious thing all along, which was taking the “Walk Hard” theme and just changing it to “Block Hard.” And then they filmed their little piece. Meanwhile I had a good deal of my brain power on the cutting-room floor.

Kasdan: We knew we had this incredible thing. I was like, “Holy shit, can you believe we were allowed to do this?” And then at the same time, those people [at the studio] who really loved it—and who I’m still in contact with, I still work with some of them—I started to get the sense from them in the couple of weeks before it came out, that it was gonna be really challenging just to open it. They were having a hard time figuring out how to get people to get what it was and get excited about it.

Apatow: I was on vacation in Hawaii when the movie came out, and we were at this outdoor mall when I got the call telling me how little it grossed. And my daughter, who was 8 or 9 years old, she said the look on my face when I got the bad news of what the opening weekend numbers were haunted her her entire childhood. She said, “I have never seen you look so sad. It completely traumatized me.” And whenever we talk about anything that’s sad, she’s like, “Are you gonna get sad like when you got the news about Walk Hard?” I don’t remember being that sad. I thought I handled it well.

Reilly: When Walk Hard came out, I felt personally responsible for the money they didn’t make back. And I was devastated when that happened. And also devastated because when I saw the amount of heart and energy and hopes that people had in the movie.

Fischer: I remember saying to my agent, “I don’t understand. I don’t know how to make a better movie than that. I don’t know how to give a better performance. I don’t know how to be in a film with better people. If people don’t like this movie, I don’t know how to do better than this.” And it was really heartbreaking.

Morton: Jake called me and told me that we were eating it. And it was clear that Jake was calling a lot of people today. He’s called a lot of people and he’s gonna have to call a lot more people.

McGuire: He called all of us. I don’t really recall my heart being broken in quite the same way certainly in my entire work life ever before or since or ever. It’s a shame that when you do that kind of work, that great work, that it’s not seen or acknowledged.

“I was on vacation in Hawaii when the movie came out, and we were at this outdoor mall when I got the call telling me how little it grossed. And my daughter, who was 8 or 9 years old, she said the look on my face when I got the bad news of what the opening weekend numbers were haunted her her entire childhood.” —Judd Apatow

Morton: It’s the kind of thing where, like, nominally the call was him making me feel better but it was very much like trying to help Jake feel better. It was just sort of like group therapy. I just remember thinking, “This is such a traumatic phone call. And today he’s gotta make this phone call 25 times, minimum.” Boy, we were so happy with it and so proud of it and like, it just vanished without a ripple.

Reilly: It felt like we gave the world a beautiful gift, and they didn’t unwrap it. That’s a real punch in the stomach.

Kasdan: We were in deep. We wanted it to thrive and in the moment when it feels like it isn’t, it’s disappointing. I think [a] definition of trauma is the sudden reversal of expectations. It’s a shocking reversal of expectations. It kind of knocks you on your ass.

Reilly: I look at photographs at that time and it just breaks my heart. There’s a picture of me and one of my children and my kid is looking at me like, “Cheer up, Dad!” And I’m there in my pajamas with this devastated, sad look on my face. It took me a couple years to dig out of the sadness of that.

Apatow: We thought, “Oh, this is in the spirit of things we love, like Spinal Tap,” and then we realized Spinal Tap is a cult movie. It also did nothing at the box office. And Popstar had a similar experience, which is for some reason people don’t want to pay money to leave their house to watch any of these movies.

Kasdan: We didn’t know at the time that in six years’ time or whatever everything would be available instantly to everyone.

Reilly: They had to take [Walk Hard] home and sit with it and say, “What the hell were they doing here?”

Kasdan: That’s a really good example of a movie that was maybe better for people in their living rooms with their friends. Maybe that’s what it was meant for. And that’s a great life for it.

Fischer: You think, “Gosh, what if it had been this huge hit? How could it have changed the trajectory of our lives?” It’s weird but I do think that it was meant to be exactly how it ended up.

Reilly: Mike Andrews said to me, “Look, man, you can have a box office smash or you can have a cult movie that people love. But you can’t have both.” And if you have to pick one or the other, you know, having a box office smash that you’re not exactly proud of is not as good as having a cult movie that nobody saw at first.

Kasdan: I really feel like we were lucky to be able to do it at all. There’s just no reason in the world that we should’ve been allowed to make that movie for a major studio. [Thirty-five] million dollars or whatever that we spent making it. It makes no sense.

Krumholtz: I remember I went in to pitch a movie to Judd while we were making Walk Hard, and we were in his office, and before the pitch, he was like, “Hey, lemme show you some dailies from Walk Hard.” And I was like, “Oh yeah, please.” And we watched them in his office. The unbridled joy that Judd took in watching those dailies. I remember sitting there and thinking, like, “This is Judd’s favorite thing. I’ve never seen Judd that happy.”

Bern: The only thing bad about it was that it ended.

Meadows: My very last shot of the movie, I was dressed in my old-man [makeup] and it’s a shot of me and I’m guiding the people back to [Dewey’s dressing room]—I think it’s the beginning of shooting the movie, actually, but it’s played at the end—but I’m walking and I’m following and I go into this room and it’s supposed to be him in there and he was totally naked. He was totally naked from my side of the shot. I don’t know if Jake saved it. But my reaction, I just busted out laughing. It was so funny. He told me later that he’d only done that for one other person. I think it was Paul Thomas Anderson for Magnolia. I love John C. Reilly.

Fischer: I have a photo of John and I singing “Let’s Duet” in my home office.

Reilly: Doing Walk Hard, it allowed me to take my next step as a musician. So I met all these people and all of a sudden I have this whole community of musicians that I was working with and knew. … I’ll take a friendship with Jack White over no. 1 at the box office for one weekend any day of the week, now that I have some perspective on it.

Parks: Recently he proposed maybe doing something to replicate Harry Nilsson’s classic record Little Touch of Schmilsson in the Night. He embraces many idioms without fear or contempt. And that’s what it took. It took somebody who would understand, well, I guess what you would call “no-brow” music. That still has a place in our pop culture.

Viola: Whenever I see him and we get a couple beers in us, the conversation always drifts to, “Do you think we could tour Dewey Cox?” I was at Largo, which is a club in Los Angeles, it was Judd Apatow’s birthday. And I came super late and I showed up and everyone was having a good time and it was [musician] Jon Brion and John Reilly were sitting there arguing or debating over the fact that Dewey Cox could actually tour.

Reilly: Dewey has since resurfaced a couple times in concert since then. The feedback has been like, “Dewey has to tour again.”

Andrews: I was on a trip with my wife. We were driving to Virginia and we stopped off at a guitar store on the way, because I always do. I’m like, “Pull off, pull off.” It was totally random. It was the drive from D.C. to Virginia Beach. We were driving to see family. We pulled over into this music store and I was like, “This place is cool.” It had all this kind of old stuff. Lots of stuff from the ’50s and ’60s. So I go in the back room and I pick up this guitar and I’m like, “Oh man, this thing’s awesome.” It’s like this old Harmony guitar. And then the guy from the shop walks in and I said, “Man, this guitar’s super cool. I like it a lot. I think I’m gonna get this one.” And he’s like, “Well you could really walk hard with that guitar.”

Kasdan: When it doesn’t go the way you want it to, what you’re thinking at that time is, “Well, someday …” And usually that’s not the case. I’ve had it go the other way too. They all have different kinds of lives. But this has actually had the unusual thing where years later people have discovered it or returned to it and sort of dug it in exactly the way that we would’ve hoped when we made it.

Fischer: My husband did a film with Billie Joe Armstrong from Green Day. And he told my husband, “Oh my gosh, we’ve seen your wife’s movie Walk Hard so many times.” And it wasn’t until just last year that Billie Joe wrote me a text that said he’d seen The Office.

Reilly: People like Jack White, Robert Plant, Bonnie Raitt … and a shit ton of younger musicians come up to me and say, “Dewey Cox, man. Dewey Cox. Thank you for making that movie.”

Bern: It seems to have become a tour bus staple.

Kasdan: A few years ago, someone was telling us that the Eagles would watch it.

Reilly: Glenn Frey, he was at a Lakers game, and I was sitting in some seats near him, and I was like, “Oh my God, it’s Glenn Frey! Hi!” And he’s like, “Dewey Cox!” He goes, “That was my life, man. That was my life.” When musicians see that movie, they think it’s like a documentary.

Interviews have been edited and condensed.