Everything in the movie is mixed, and everyone in it sends mixed signals, starting with Alice Gold urging David to take a walk around the block, but also suggesting he come back in time to watch a movie with her.

Maybe I am showing my hand here -- but I have never in my life had a clean Hollywood moment. Not like Norma Rae standing up for herself or Gary Cooper expressing unbridled passion. I just haven't. Everything that I've experienced in my life has been tainted with indecision; there's been a sloppy process to each revelation. And everyone I know is like that. I am always surprised at how untidy life is.

I think the greatest, most troubling revelation I had as a kid came during this one week in grade school -- no, middle school. I had three tests that week in different subjects. I thought, "I can't pass all of them: I know this is too much to ask of God. But I will study as if it were a possibility for all of them."

On Friday of that week, I got back the three tests and I had passed them all with flying colors. I left the school that day with this tremendous welling of pride in my chest. I was so happy and so pleased. I remember thinking of myself in a long shot, as if I were just marching over the crest of a hill, like Don Quixote triumphant. Then something horrible occurred to me, which was: it's Friday, and I have to go to school again on Monday. And I just nearly fainted.

It's like when I first discovered antidepressants. I remember thinking to myself, "Holy shit -- this isn't over." Life, it occurred to me in that moment, was going to be more like laundry than I ever had imagined. You're just never done with your laundry -- you do it, and then next week you just have to do it again. It's work and it's tiring and it's a constant effort. There is no freeze-frame, no fade-out, no credit sequence.

A lot of that revelation from middle school infuses "Judy Berlin": the idea that you have to keep moving on. It's upsetting, sometimes, that your victories are not Hollywood victories. But if they are small, they are also more concrete than Hollywood victories -- and ultimately a whole lot more digestible, because as far as I'm concerned no one yet has had Hollywood victories.

Because you have a young filmmaker hero, it's tempting to see you at the center of this movie. Would you like to take this opportunity to kill the biographical fallacy once and for all?

In all of the characters, there are aspects of myself that I am afraid of, or in love with. The idea of being the older senile schoolteacher is something that terrifies me about life, so I put it in the movie. I'm afraid of meaning going away, of meaning getting siphoned out of life.

I am Barbara Barrie's character half the time -- on the verge of asking for all sorts of things to have my emotional needs met, and too afraid to go to anyone for them. "Judy and David" is an argument that happens every day in my head. One person says, "Let's put pen to paper and start a new script; it's gonna be good, it's gonna be worthwhile." And the other person says, "You know what? Let's sit and watch 'Oprah' because there's no point in even attempting to write it, it's so unbelievably difficult. Let me just fade away and melt into a pool of my own Prozac."

And as for David Gold, in many ways I'm not like him at all. I'm a loud-mouth, I really am. I'm a big loud-mouth Semite, and I'm probably funnier than he is.

You won't get it now, because of the caffeine, but I am also a lot shyer than anyone in this movie, and a lot more fixed in my ways -- I'm not a goer-outer, and I'm not at the latest night spot dancing with Michael Musto. I'm a homebody and I'm afraid and I'm always, in some respect to my social life, ruled by my own insecurities and neuroses -- and that's OK.

When Alice talks about her husband getting her a glass of water, without even asking -- it's something out of Chekhov.

The playwright I love is Thornton Wilder. There is so much of his influence here, as there will be in everything I'm ever going to do. I think he's completely underrated. He's got more in common with Chekhov than I think anyone wants to talk about, because they think he's all Currier and Ives. He's really ruthless. I just read "The Long Christmas Dinner" on the plane. It's contrived, but it's great, and I bet a production of that would slay you.

Your film provides a great valedictory for Madeline Kahn.

I'm honored till the day I pass from this earth that she is in this film, that we got to be friends, that I got to experience a talent that, from the time I was 5 years old, would set me shaking, it was so immense. And everyone thought that. My God, it's not like I had some different opinion.

It's funny that she won fame with Mel Brooks, and she caps her career with a guy who worked for Woody Allen.

I love a lot of Mel Brooks. I love "Young Frankenstein."

Yet she shows a side of her talent here she couldn't in those films.

That's what's so completely devastating. She was just about to show people; this was the first low-budget picture she had ever been involved in, and she was a very careful, very defended woman. The greatest gift Madeline gave me was, first, telling me she'd be in the movie, and second, two weeks before she died, telling me how proud she was of this film, and how much joy it had given her in the darkest year of her life. And I will never get another compliment as great or as timely as that.

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