Louie writer-director-star Louis C.K. recently sat down with The A.V. Club to discuss the show’s second season, episode by episode. This section of his interview follows parts one, two, and three, and covers episodes 10 through 13, beginning with “Halloween/Ellie” and concluding with “New Jersey/Airport.”


“Halloween/Ellie” (Aug. 18, 2011)
Louie and his daughters are frightened by bullies on Halloween. Later, Louie impresses an executive at a meeting where a script is being punched up.

Louis C.K.: This was, to me, the weakest episode of the season. The Halloween thing was really hard to do with breaking the window, making that really work and make those characters seem really awful. I think the actors were really great, but it was just so odd. I think we shot it pretty nicely. It had a little bit of a Night Of The Hunter feel to it that I enjoyed. It was what it was. It was fine. The Ellie thing was the second—“Ellie” and “Blueberries” were the first two things we shot. We shot one scene, then one scene, then one scene. The Ellie thing was another one where I shot something thinking it would go somewhere and it never did. It just never meant anything.

The A.V. Club: Where did you want it to go and where did you think it failed?

LCK: I never really came up for anywhere for it to go. Once I left that restaurant, it just was “so what?” The other thing was that I don’t think it matters to anyone that I was trying to be a writer and I hope to make movies someday and this woman dashed my expectation on the rocks. I don’t think any of that mattered to anybody.


AVC: But people are interested in the inner workings of the comedy world, and I think that’s the only time a punch-up room has been—

LCK: The punch-up room, I liked that scene. I like the competitiveness and everything that happens. I think that was worthwhile, to show that to people. Have the guy explain it to those who don’t understand what’s happening. I think that’s a really interesting thing to reveal. Where it went with the producer, I just didn’t care about it. To me, the best thing I can say about that episode is: The Halloween stuff is pretty funny with the kids and the guys, and there’s some parent who’ll connect with trying to protect your kids without making things worse, so that was worth watching. And then the conference-room scene was worth watching. The last scene, hopefully, a lot of the people are asleep. Also, this season was kind of pacing along so well in the way that it aired that it felt like a letdown to me. I really held my breath during that scene. I think it aired at 11 o’clock after two Wilfreds. I put it there on purpose.

AVC: Was it based on punch-up work that you did?

LCK: Yeah. That actually happened to me. I had a job as a punch-up guy on a movie and I really impressed them. I came up with some really good fixes and I made the movie a little better. There was an executive in the room, a very high-ranking executive at Universal, took me to lunch and said these things to me. She said, “You are this and this, this is how it starts. When I pick somebody they have a career. Get ready, because you are going to start making movies right now, and there’s no other way to look at this.” She was just fucking laying it on insanely thick. She said, “This is the lunch where I start your career and this is how I do it. I’ve done it three other times,” and she named three giants. She said, “Now I’m doing it for you.” She asked me to pitch an idea and I started to pitch her an idea, and right at the end of the fuckin’ three minutes she was at another table. It really happened to me.


AVC: Have you thought about doing a Louie movie? With “Duckling” you’re already something like two-thirds of the way there.

LCK: Yeah, exactly. I would definitely love to make movies someday. Unfortunately, I need to meet the level I’m at of control with this show. I’m gonna do this show until they won’t let me anymore, but if I ever get to make a movie, the only pitch I have—and occasionally I get calls from people saying, “Hey, I got some financing, would you like to make a movie?” And I told them, “Yes. Give me $8 million and I’m not telling you what the movie’s about. You’ll be able to see it when it’s finished.” And nobody, thus far, has taken me up on the deal. But I don’t care. I don’t need the movie. I believe someday I’ll get that deal. I believe it will happen.

AVC: You get to make movies for television, now.

LCK: Yeah, exactly. I’m getting off the way I want to, now. I also don’t have any need to go do that. You spend a year making a fucking movie. I get to make 13 episodes a year. It’s so fun to tell that many stories. I do, once in a while, have a pull toward it. What I’d love to do is make a movie that there’s a lot of scenes in it that I’m not in. I love directing when I’m not in the shots.


“Duckling” (Aug. 25, 2011)
Louie goes on a USO tour with country singer Keni Thomas, cheerleaders, and a duckling his daughter packed in his suitcase to protect him.

AVC: This was based on your USO experiences, right?

LCK: Yes. I went over there to Iraq and Kuwait and Afghanistan and it made and enormous impression on me. I had my life filled with meaning and took a lot of photographs. And when I was over there, I wrote a lot of letters and emails to my mom and my then-wife about what I was going through. Then I started posting them to this blog, and it was a big deal. My daughters knew I was there and it was a big deal to them, too, in an abstract way. It made a big impression on my then-four-year-old. Not long after I got back, I had to take these ducklings home one night and it was a fucking nightmare. These ducklings caused so much trouble, and at the end of the night, my girls were asleep and I was talking to the ducklings. I was just talking to them like, “I wish I wasn’t so tired all the time and it’s been a tough week.” And they stared at me and just listened and it was very funny to have these ducklings looking up and listening. It was like therapy. The next morning I told my girls this, that I had talked to the ducklings and they had listened to me, and they thought it was really funny.


My youngest, Mary, said, “You should do an episode of your show where you go to Afghanistan and take a duckling with you.” And I just thought, “Holy shit, that’s incredible. I gotta do it.” I started thinking about it, it just started forming itself through the people I had been with over there. I don’t remember when, but it pretty quickly came to me the idea that the kid would have given me the duckling to keep me safe. Then I remembered Keni and the kind of interesting leadership that I learned from him, and these cheerleaders that were so unflappable that I was traveling with. So I wrote the script, I think I wrote it toward the end of last season. And then when we got the pickup, I called John Landgraf at FX and I said, “I have this one episode and it takes place in Afghanistan and it’s about USO and it’s a big episode. I wish I could do it but we can’t do it with the budget.”

He said, “Well let me see what I can do because it sounds like a thing that Fox would be compelled to put on the air and I could get some support from elsewhere and get a little more money.” So we started talking about it that early. As soon as we got the pickup for the second season, so I think while the first season was still airing. So we started doing two things at once: FX started trying to get more money for us, and we started trying to get the reality of the episode to something that we could actually do. So I contacted Keni Thomas, who I had traveled with—my first idea was to really go there, with Keni and a small crew and hitch along on a USO tour—and Keni was in touch with people “in country,” as they say. He has a lot of veteran friends. He was in that Black Hawk Down incident. He has a Bronze Star. He’s an intense dude. So he was actually in contact with some people in Iraq, because it was originally going to be in Iraq, about getting fuckin’ aircraft and getting an interpreter to gather some locals for us in Iraq to really shoot this shit there. That was the original intent. But the big problem that it came down to was that the USO guys said I needed to go with them for the full tour, which was three weeks, and there was no way to go home early, so that made that “no.” It was just too much time.

Then Blair [Breard, executive producer] called the army, just called the fucking Pentagon, and said, “We’re doing this. Can you help us?” Again, it just took time, time, time. We eventually got a guy at the Pentagon who loved the script and wanted to help, so he put us in touch with Fort Bliss in Texas, which has an Afghan simulation area they use to get people used to living there. It’s in New Mexico, actually. Then we found this place in Santa Clarita that has aircraft and has terrain that was pretty decent, although we shot there the wrong time of the year and it ended up looking like M*A*S*H* more than Afghanistan. It was so hard to put together. At one point this guy Sebastian Junger, who made Restrepo, he’s a very close friend of Blair’s and I met him at Sundance when I was there with my standup movie. Sebastian was helping with us, and he had some ideas of people that might help when we were going to do it in-country. And then there was this thing, in the middle of the whole thing, when Timothy [Hetherington, co-director of Restrepo] died, and Blair was really close to him and it destroyed her. And I said, “We’re gonna do the fuckin’ duckling thing and we’re gonna dedicate it to him.” So we just kept pushing, it was so hard. Our first budget was something like $750,000 and FX just said, “No. No fuckin’ way. Way too much money.”



In the end they said they could make it $200,000 over our usually budget. They basically gave us $200,000 on top of what we had to work with, and that was way less then what we thought we needed. But it was through sheer force of will that Blair figured out a way to shoot it a week after we wrapped this season. We flew out there and we shot partly in Fort Bliss and mostly in Santa Clarita. We had two helicopters with trained Marine pilots. We had a lot of extras that we picked that all had military experience. Pretty much everybody on the set was military in some way, shape, or form.

I learned so much about what it should look like from having been there. Making that FOB [forward operating base] look real was really important because of the intimacy of the scene. Keni sang the songs he sang when I was with him on the USO tour. And that cheerleader is really the cheerleader, Lily Robins. At the time when I was with her she was a Miami Dolphins cheerleader. She’s not anymore, but she and her roommate came out and played the cheerleaders and she and I have these scenes. This duckling made it this really strange story. Keni played himself beautifully and he sang those songs with all of that military sentiment. And that sentiment is something I have many different feelings about and what I decided to do is what I did there: observe. Just lay it out there and show people this is how these people talk about this. Feel the way you want to about it. The one thing you learn when you go over there, and you become in the custody of the army and you see how they live and have been since the fuckin’ 1700s, the one thing you gotta know is that it’s bigger than you.


Whatever you want to think about the war itself or about military life or about—I consider myself a pacifist, but the life and tradition of military and the experience and the suffering and the sacrifice and everything that’s involved, it’s bigger than you. It just is something you can judge, you just don’t know about these people involved or why they do what they do. It’s outside of you. I painted that respect by just showing it. Here, this is what these guys look like, this is how they talk, this is what this guy sings like. And then my role was very awkward, to try and make him laugh with very downtown New York humor. That’s what it was like over there, it was always suffering because I was always out of place. But I’d find little connections to people, just little connections. I really did play soccer with Iraqis at a FOB, and that was a crazy moment of my life, so we re-did that. I tried to show this thing that kinda happened, but I just let it be there for those who pick up on it: When I was in Iraq they were training Iraqi nationals at the base I was at, and the American soldiers made fun of them. Not to their face, they were in a different tent. They said, “Yeah, fuckin’ Iraq.” They said a lot of mean things about them.

Our helicopter took a long time to come back for us, eventually they kind of forgot we were there, and they went back to their routine and played horseshoes. The Iraqi soldier came over and challenged them to a soccer game, and the American soldier said, “No, man, you always beat us. Give us some of your guys.” And the Iraqi guys said, “No. It has to be us against you.” And everyone was laughing and it was so clear that they loved these Iraqi guys, and there’s only 30 people living in the fuckin’ desert. They know each other really, really well, they’re all the same age, and they had bonded and were really close. The reason they said shit about them when we arrived was because they were embarrassed and thought we would think ill of them for making friends with the Iraqis.

I didn’t really show that.  I showed the guy smirk when he says, “We’re training them,” and then that they’d come over and we all ended up playing. And right when the game started, in real life and in the show, the helicopters showed up and it was kind of sad, everybody had to leave now. It really was a gut shot for me. I remember that moment very well, lifting off in the helicopter that I had been afraid to be in the whole day and looking at these kids waiving at us, and it killed me. It killed me.


“Niece” (Sept. 1, 2011) 
Louie doesn’t know how to connect with his 13-year-old niece after her desperate mother leaves her with him.

LCK: This was Pamela Adlon’s daughter [playing the niece]. I had this idea of taking on a kid that’s not my kid’s age. When you’re a parent, you’re an expert on the day you’re parenting. I’m an expert at a six and a nine-year-old, and beyond that, I don’t know what the fuck I’m doing. Luckily, you take it one day at a time. But the idea of being projected forward to a 13-year-old was very scary to me. So we shot that and we used the Aeroflex for the 16mm of Grand Central Station. I put myself in this odd position.


AVC: There’s that great line where Godfrey says—

LCK: “It’s called empathy, man.”

AVC: “Being interested in people who aren’t like you. It’s called empathy.” A lot of this season is about trying to find a way to connect with people that you don’t feel an automatic connection with.


LCK: Well, that’s exactly right. It’s a very unique life to be a divorced parent. When you’re in a family, you just deal with your family relationships. Families are aggressively dismissive of the rest of the world. They don’t need anybody else. When you break a family up and you become a single parent, you all of a sudden have to figure everybody out. You’re at an age where it’s a little hard to teach an old dog new tricks, or whatever you want to call it. I don’t feel like I fit in a lot of different groups, so it’s interesting to be forced to try to.

AVC: Are there places where you feel you do fit in?

LCK: Oh, yeah. In real life I’m much more adaptable than that guy. A lot of the things I go through in this show is an impulse I had that I’ve learned to overcome, but in this show I don’t overcome; I’ve given up.


AVC: It’s a less-evolved state of who you are.

LCK: Yeah, exactly. The show has gone well into fiction at this point. There’s very little that draws from reality. I would say the “Duckling” episode was the most that was taken from shit that happened, except for, of course, I didn’t have a duckling that saved my life in Afghanistan.


“New Jersey/Airport” (Sept. 8, 2011)
Louie is taken for a ride, literally and figuratively, when he tries to have sex with a kinky groupie who lives in New Jersey. Then, he once again professes his love for Pamela after dropping her off at the airport. Chris Rock, Steven Wright, and F. Murray Abraham guest-star.

LCK:  These were two again that I didn’t know were gonna come together. “New Jersey” was one of the last things I wrote. That and “Pregnant” were the last two things. I had this idea of being taken out of the city. Also, Pamela has been beating me up to do something about swingers, because I have been approached. I told her this story and she thought it was hilarious, that I was approached by a beautiful woman when I was 19 and just started to do standup. A very gorgeous, rich-looking woman approached me at the bar and said, “You’re very funny. I want to have sex with you.” And I was like, “Okay.” She took me to the bar of the club and said, “Let’s have a drink first.” I said, “Sure.” So we went to the bar and there was a guy waving at us and I said, “Who the fuck is he?” And she said, “That’s my husband. He’s gonna watch us have sex.” And I was like, “No, he’s not,” and I got the fuck away from them. I told Pamela that story and she said, “You gotta do something with that.” To me, the idea of being taken to another state, out of the city, out of the comfort zone, where I can’t escape easily, that made it scary and made it worth doing. Then I wrote that scene with the guy and I got F. Murray Abraham, which, I was so fucking thrilled to get him.

I also loved having Steven Wright say, “I have to take my kids to Six Flags.” Steven is somebody I loved for years and it was wonderful because in doing this episode we became friends. I never knew him, and now we’re pals. He was great in the Caroline’s thing, and that became a fucked-up, sad journey in my head. This also came from The Motherfucker With The Hat play [that introduced me to Yul Vaquez from “Pregnant”], because Chris Rock is in that play. Chris is one of my closest friends, but he’s never done much as an actor that’s compelled me. I’ve been proud of him, as a friend, but I’ve never seen him do something as an actor that made me go, “Holy shit.” His role with Motherfucker With The Hat is a very serious role. I’d never put Chris in the show before. He has invited me to. Once I thought of putting Chris in a serious role, that was worth doing, having him be this grown-up saying that I had gone way astray from being a grown-up without realizing it. That was the “New Jersey” thing. That Pamela thing I knew was going to be the ending of the season as soon as I knew we had a second season. This perfect mix of “Wait for me!” and “Wave to me!” To me, the greatest thing was to end the season on what I think is a really happy note. All of this misery that people have sat through, I think has paid off, but they get fucked because they know that I am a complete loser and that nothing is down the road for me.


AVC: Your hopes will be dashed all over again.

LCK: Yeah. And the music to that was designed for that. We got a little ahead with the music this time, instead of doing it all afterwards. And that piece of music was always meant to fit there with the start, with just the harp playing, then the bass, then the guitar, and it turns into the whole band. I’m pretty happy with that episode.