We couldn't get anyone to direct "Say Anything ..." James Brooks, who was the producer, told me that at a certain point I should add three more people to my directors list, and if they turned me down, I should be No. 4 -- and I was.

I was scared to death. The first scene I ever directed was Lloyd showing "Cocoon" in the old folks home and it was so easy. Cusack did it and it was a wide shot and it sounded pretty good. I did three takes and I was happy with it and I said, "Print! I got it!" I walked off the set, I was feeling pretty good and the crew followed me and said, "You know, you have to do a closer shot." [Laughs]

So I was like, "OK, we're going back!" Everyone was standing there, staring at me. I saw the film on TV the other night, and that scene still makes me blush.

Going back to using character actors, you ended up with a lot of them in "Almost Famous," but didn't you also try wooing bigger names? Brad Pitt was originally going to play Russell Hammond, but dropped out six weeks before shooting. And wasn't Sarah Polley [from "Go"] cast as Penny Lane before Kate Hudson?

Yeah, all sorts of shooting delays really messed up the casting. However, I got really lucky with Kate. She was going to play William's sister and hung in there after numerous delays. Sarah Polley had to drop out because of the delays and Kate moved in. We had absolutely no rehearsal time, but man, I got lucky. She really lights up a room. There was jealousy from some of the acting community because they said I cast her just because she was Goldie Hawn's daughter. I remember thinking, "Would Goldie Hawn send a hit man to your house because you didn't cast her daughter?" Silly.

This film, like "Fast Times," like "Say Anything ..." and -- based on the maturity level of its protagonist -- like "Jerry Maguire," is dominated by teenagers. You're 43 now ...

Uh-oh.

What is it about adolescence that has fascinated you for almost two decades?

Well, this is probably the last time. There's a feeling I love in music that when I get it in a scene -- and Nancy [Wilson, from the band Heart, Crowe's wife] is the same way -- we have this thing and it's called happy-sad. It's the Paul Westerberg feeling, happy-sad. It's "Feel Flows" by the Beach Boys, and it's a feeling that I really think is based in an emotion we associate with adolescence, or easiest to write about as an adolescent emotion.

The end of "Jerry Maguire" is happy-sad, and "Almost Famous" follows that tone. It's so easy to access the memory of that feeling when you were a teenager, but I don't know if it's becoming to go back creatively to that well with teenage careers now. I see shows on the WB network, glamour fashion shows supposedly about teen angst, and they're usually done by significantly older people. Some of them are entertaining, but make no mistake, it's not like you're watching a documentary; it's just feeding at the trough of the industry of cool. So there are things that have happened over the last five or six years that I really want to write about that are basically adult themes.

When you look over your career, is it strange to see all of the pop-culture references and icons you've created? You've got the quotable Jeff Spicoli, Lloyd Dobler and, of course, the "Show me the money" thing.

I've got to be honest: I get a thrill even listening to you ask me that question. What it means is that people didn't cringe and say "That would never happen" about any of those things or people you mention. So if they want to remember Spicoli, or Lloyd ... brother, I am there. I will take it. [Laughs]

It's good to also remember that nothing that I ever did to be remembered in a pop-culture sense ever was. I tried it a few times -- you know, trying to re-create the buzz -- and I don't do it anymore because there's nothing more embarrassing than getting called on being the guy trying to do another "Make my day" line.

I did a movie called "The Wild Life" after "Fast Times." It's bad. It had its roots in something noble, I thought -- a young guy obsessed with Vietnam. But I definitely wrote the line "It's casual" to try to be another "Hey, bud, let's party." And you know what? It stunk from a mile away. But, hey, you learn. "Show me the money" was never meant to be like that -- it's funny; I guess that just means it resonates somehow.

As a "Say Anything ..." fan and Lloyd Dobler devotee, my final question must be this: Do you have any plans to release it on DVD with some commentary and features?

We're going to do it. I've already talked with Cusack, and we're going to do audio commentary for it. It's my favorite of all my films and the response it still gets is wonderful. We've got to do it.

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