The Rollins/Joffe guys were a big boost to me when I was trying to get my first film (The Marx Brothers in a Nutshell) off the ground. When I finally started production in the fall of '82, they allowed me to keep an office with them on the Paramount lot, out of which I could produce the film. Their clients, who constituted to me the ''Mount Rushmore'' of comedy, would frequently stop by the office which was a huge kick for a 22 year old comedy buff.

I remember the early days of Billy Crystal developing his ''Fernando'' character and I was there when the phrase ''You loook mahhhvelous'' first started to spring from his lips. (How odd it was to see a personal in-joke at the office suddenly become a national catch phrase.) When I'd be in my cubby-hole of an office, working on my Marx Brothers film, Billy would often walk in, look at me surrounded by photos and posters of the Marx Brothers and exclaim, ''Weide, they're DEAD!'' and walk out. To this day, whenever I see Billy, the words ''They're dead!'' will still emerge from either of us.

After the Marx Brothers film, I went on to direct The Great Standups for HBO and W.C. Fields Straight Up for PBS. (I also was promoted to Director of Development for Rollins & Joffe, and later, V.P. of Development.)

In 1986 Billy produced and starred in a one-hour HBO comedy special called ''Don't Get Me Started.'' The format was intriguing. In the first half-hour, Billy rented out a large home and gathered together an ensemble of entertainers with whom he would perform on stage. We would witness, documentary-style, the rehearsal process and the off-stage life of these performers as they prepared for the upcoming show. The gag was that Billy himself would portray some of these guests (i.e.: Sammy Davis, Jr. and veteran comic Buddy Young, Jr. upon who's character Billy would eventually expand into the feature film, ''Mr. Saturday Night''). The other characters were either actual eccentric performers (Brother Theodore) or fictional characters portrayed by comic friends of Billy's. Eugene Levy played slimy producer Morty Arnold and Christopher Guest played non-closeted choreographer Chip Dimentebella (a close predecessor to his character Corky St. Clair from ''Waiting For Guffman'').

The stylistic format of the show was borrowed from ''This Is Spinal Tap'' in that the actors would be working from a story outline, but all of the dialogue would be improvised. In fact, Rob Reiner even reprised his role from ''Spinal Tap'' as director Martin Di Bergi who had apparently made the transition from ''rock-umentaries'' to ''yock-umentaries.''

During the special's first half hour, we see the respective guest stars drop out of the big show, one-by-one, for various reasons. Sammy Davis, Jr. calls it quits after Brother Theodore hits him over the head with a baseball bat (''Take THAT, Mr. Yes-I-Can!!'') and Buddy Young misses out on his big comeback when he has to rush home for his mother-in-law's funeral (''Why do the Jews have to bury their dead so quickly?''). Billy is finally left to do the show on his own, which comprises the second half hour of the special.

Due to the improvisational nature of the show's first half, there was a lot of footage that was shot but never used in the finished piece. Being a first-hand witness to my growing experience as a documentary filmmaker and editor, Billy walked into my office one day with an interesting proposition: If I would sort through all the unused footage that was shot for ''Don't Get Me Started'' and ultimately concluded there was enough quality material to comprise another half-hour compilation, HBO would air a follow-up special and I could produce and edit it. ''Who knows?'' said Billy. ''You might enjoy working with live people for a change.'' That sold me.

After screening the footage I determined there was definitely enough material to warrant another half-hour special. While I edited, Billy was filming ''Throw Momma from the Train'' but whenever he had a spare moment, he would run over to my editing room and watch the footage I had assembled. I remember that as an especially enjoyable time. And he was right. I did enjoy working with live people.

As the editing progressed, I felt that some sort of wraparound material was needed to help set a context for the new assembly and I made a suggestion to Billy: What if we put him and Rob Reiner (again as Martin Di Bergi) in an editing room? Rob/Martin would be ''screening'' this unused footage for Billy, trying to convince him that they could slap together these outtakes and make a quick sale to HBO for some easy money. As Martin screens the footage for a reluctant Billy, we see what we missed from the original special. Billy agreed to the wraparound format and we scheduled a one-day shoot.

Emboldened by Billy's acceptance of my proposed concept for the wraparounds, I then went out on a limb and asked how he'd feel about my directing the new footage with him and Rob. Billy immediately agreed, never questioning the notion that up to that time, my directing credits had only appeared on compilation or ''clip'' documentaries. I had no previous experience with live actors. Only dead ones.

Although Billy and Rob's dialogue would be mostly improvised, maintaining the style set by the body of the show, the night prior to the shoot, I took the liberty of writing suggested dialogue for each segment, at least to be used as a starting point for the improv. When I brought my pages to the next day's shoot, I had every expectation that Rob and Billy might pat me on the head and say, ''That's okay, leave the dialogue to us.'' I was pleased and a little shocked to find that they not only liked what I had prepared, but utilized a good percentage of my proposed lines in their dialogue.

Prior to the commencement of work on our special, it was announced that several episodes of Jackie Gleason's ''The Honeymooners'' which hadn't aired in decades had recently been uncovered. They started airing on Showtime under the title ''The Honeymooners: The Lost Episodes.'' I suggested taking off from this title by calling our new compilation ''The Lost Minutes of Billy Crystal.'' Billy opted for an even closer approximation of the Honeymooners title by calling our special ''Don't Get Me Started: The Lost Minutes.'' We found ourselves using both titles interchangeably.

The original ''Don't Get Me Started'' was directed by Billy and Paul Flaherty. It was Billy's first directing credit and necessitated his joining the Director's Guild or risk paying a penalty. Eventually we determined that I would not be able to take an official screen credit as co-writer or co-director for the wraparounds as it would have again entailed a fine since I wasn't a guild member. (I assume as of this writing, the statute of limitations on this has expired.) I really didn't mind, as I did receive my credits as producer and editor. I will admit though, it was a little frustrating when later that year Billy and Flaherty won a CableAce award for best direction of a comedy special and I had to keep my seat. (Billy, of course, would thank me from the stage.)

No matter. I was grateful for the opportunity to shoot those wraparounds. It was the first day that I found myself directing live human beings, determining where to set the cameras and how to cover a scene. If Billy had said to me, ''I think we should find a director who's done this before,'' it might have been years before a similar opportunity would come my way.

The experience also would prove significant to my so-called career in an unexpected way: Ten years later, Billy would share an office suite at Castle Rock Productions with another friend of mine, Larry David, co-creator of ''Seinfeld.'' In the Fall of 1998, when Larry was considering a return to the stand-up stage and HBO had agreed to finance a behind-the-scenes documentary of his progress, Larry asked Billy if he had any recommendations for a director. Billy suggested a name already familiar to Larry: mine. I wound up directing that special which became Larry David: Curb Your Enthusiasm which then led to the series of the same name (minus the ''Larry David'').

You never know....

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