KEN MARINO: I think I was the first guy in The State to move out to L.A., and I heard that David had written this screenplay. I think they wrote the part with me in mind, and then they had to get funding, so they were going to other friends of theirs who were bigger names. I think Sam Rockwell at one point was going to play my part.

MICHAEL IAN BLACK: I had gone off to make Viva Variety, and there were some bad feelings about that. I thought they were being huge mensches to give me a part in the movie.

MICHAEL SHOWALTER: When you're so close to people, things happen. I'm sure we were upset, but it certainly wasn't enough of an issue for us to not want to keep working with Mike.

DAVID WAIN: Mike Black is crazy. We were doing Stella at the same time. I don't know what he's talking about.

MICHAEL IAN BLACK: In a weird way, McKinley, it was a very hard part for me to play. Up to that point, I had done a lot of sketch work with The State, but my character is basically just a normal straight guy, pun intended, who happens to have this secret. My instinct always was to go for the bigger joke, to do more than was necessary. And they adroitly toned me down.

MICHAEL SHOWALTER: I think coming from sketch comedy, people have a tendency to ham it up, as it were. And I know that with Mike or anybody, the idea was for everybody to play it real. The more real and sincere and heartfelt that everybody played their roles, the funnier the absurdity would be.

KEN MARINO: I immediately went to Meatballs, and I was like, "I wanna be the guy with the Jewfro." So I went to the local wig shop off Hollywood, near Vine, and got a 'fro. That was my big contribution.

JOE LO TRUGLIO: Neil was really nerdy, and I think at that time, big eyeglasses equaled nerd to me. Like, "Yeah. Glasses. That'll do it."

KEN MARINO: I think I also insisted on Birkenstocks and cutoffs. I wanted my pockets to show.

MARGUERITE MOREAU, Katie (counselor, camp sweetheart): Bradley Cooper and I had just done a pilot in L.A. together, and he said, "You should go in for this movie!" There was a scene that ended with "Pan over to Tim Robbins and Morgan Freeman from The Shawshank Redeption carving chess pieces." And I was like, "I have to do this."

DAVID WAIN: That's right! It was during the Capture the Flag sequence. In Capture the Flag, if you get tagged by the other team, you go to jail. So we panned to the kids in jail, and then there's [Robbins' character] Andy Dufresne sitting on the bed. It came out so dumb when we looked at it that we didn't even put it on the DVD.

ELIZABETH BANKS, Lindsay (counselor, a.k.a. Barbecue Sauce Girl): I was a cocktail waitress in New York, doing a ton of commercials at the time. It was the first official movie I was ever in, my first for-sure professional gig with other professional actors.

AMY POEHLER, Susie (counselor, director-choreographer of the talent show): I was doing Upright Citizens Brigade and performing all over New York. UCB and The State used to do a lot of open mics together, so we all knew each other. I came in and auditioned for the part that Marguerite Moreau did. I wasn't quite right for that, but they had me read for Susie, too. I like that she was the one who was always trying to keep it all together in this chaotic camp where nobody cared.

ELIZABETH BANKS: I auditioned for Marguerite Moreau's character. I was super disappointed when I didn't get that role. To me, playing Barbecue Sauce Girl was a consolation prize.

MARGUERITE MOREAU: I actually went in for Liz Banks' Barbecue Girl. It was at Michael Showalter's house, with his cat, and they were like, "You have to read Katie."

DAVID WAIN: Marguerite had a certain innocence that I wouldn't necessarily describe as the first word you think of when you think of Elizabeth Banks or Amy Poehler.

MARGUERITE MOREAU: I had a callback later that day, and there was this really serious dude there in the back. And I was like, "Fuck, I don't think that went well. That guy didn't laugh at all." And it turns out it was [Wet Hot producer] Howard Bernstein. I talked to him later while we were at the camp—he was on his way to a funeral and he dropped in for the casting.

Wet Hot was shot on location at Camp Towanda, a functioning summer camp in Honesdale, Pennsylvania, about a two-and-a-half-hour drive from New York. Thanks to an indie budget of $1.8 million, the facilities had to double as both set pieces and home base for the cast and crew.

DAVID WAIN: We weren't sure if people were going to show up on set until they did that first day of shooting. We weren't positive it was going to happen until we started rolling the camera.

ELIZABETH BANKS: The way the movie was structured, if you can call it that, was "Everybody just come out here and be around!"

PAUL RUDD: We would eat in the chow hall. We slept where the campers sleep.

KEN MARINO: The crew stayed in one bunk area for kids, and all of us [in the cast] stayed in the nurse's quarters—basically the room Janeane and Joe destroy looking for the phone.

MICHAEL IAN BLACK: We all had small rooms in quarantine, and there were no walls. There was no separation. There were no hotel suites, no trailers, nothing.

MOLLY SHANNON: With hair and makeup, I don't even think we had mirrors. It was just in cabins. I loved how free it was. It felt like when you're little and you make up a show.

CHRISTOPHER MELONI: The Al Qaeda prisoners had it better than us.

MICHAEL IAN BLACK: I don't know what they were fucking thinking, but they contracted the actual people who make food for the camp to make food for us. And, you know, pizza bagels every day when you're 11 years old is a dream. When you're 30, and it's pizza bagels every day, you wanna kill somebody.

AMY POEHLER: Literally a bell went off when food was ready, and your Pavlovian response was always in full effect, and you'd walk down there thinking, "Okay, this is the day when the food's gonna be good." And it was always gross.

KEN MARINO: The crew was like, "We cannot do this."

DAVID WAIN: They staged a mutiny and forced us to bring in food from a restaurant.

ELIZABETH BANKS: Every day at lunch we would walk in, there'd be 150 kids and the cast. We'd all just go through the cafeteria line, sit down with our grilled cheese, and that was it.

MARGUERITE MOREAU: I wish there'd been an entire movie made about the making of this. It was just like camp and so completely not like camp at the same time.

PAUL RUDD: It was definitely like camp, only we were allowed to have beer. And the closest thing was like a Walmart or something. It was still half an hour away. People who didn't have a scene to shoot would make the run to Walmart, load up on beer.

AMY POEHLER: We were being given the chance to take one more shot at summer camp, only we were wiser, better drinkers, and more sexually experienced.

ZAK ORTH: There were two distinct schools of thought. There were those of us who were like, "I'm never leaving!" and there were those of us who were like, "I'm spending as little time as I possibly can here in order to maintain sobriety and get sleep."

JOE LO TRUGLIO: I think I had about 14 actual days where I was shooting, and I stayed the whole time. You knew that if you left, you were going to miss something either on or off screen that was both really fun and hard to describe how hilarious it was if you weren't there.

AMY POEHLER: No one could really stay in the best contact with the people at home, which sometimes made things a little easier. We had a pay phone--all it was was the sounds of people coming up with excuses to their girlfriends and wives about why they weren't coming home.

MOLLY SHANNON: My stuff was shot pretty quickly. I just came in, did my part, and left. I used it like a retreat. I remember reading a lot. It was just fun getting out of the city for a few days.

ZAK ORTH: I was there for almost all of it. I think I came a few days after they started, and I don't think I left until it was over. I was in the last shot. It was very emotional. I think it was me picking up Mike Black and throwing him on the ground.

CHRISTOPHER MELONI: I was all in. I thought it was gonna be a lot of fun.

And then it started raining. After that, it rained some more. To be specific, it rained for 25 out of the 28 shooting days.

DAVID WAIN: It rained pretty much every single day, all day, really, really hard. Every day I would open up my door to my little room where I was staying at the camp and say, "There's no way it's still raining," and sure enough, it's still pouring down.

PAUL RUDD: It was insane. It made no sense. It was just one of those moments where everyone was talking about it. Even the people at the Walmart were like, "Yeah, we've never seen rain like this."

MARK WHITE, production designer: The mud was horrible.

MICHAEL IAN BLACK: About four or five days in, I went to Walmart and bought the biggest pair of rubber fireman's waders that I could find.

DAVID WAIN: I had these regular leather shoes that I wore every day. I didn't want to buy boots because I didn't want to believe that the rain would keep going.

MARK WHITE: The art department had a bunk that was our workspace and storage area, and there was nothing but mud outside. So you'd work all day, but eventually you had to leave, and no matter where you had to go, you ended up with your boots stuck in the mud. It was crazy.

AMY POEHLER: As I'm sure you've heard, no one can underline enough the fact that the weather was so shitty that we were walking on planks across the camp because we were ruining the grass.

DAVID WAIN: It was fruitless. I think we destroyed their lawn.

MICHAEL SHOWALTER: We had all of our crew members dragging equipment through a swamp, basically.

DAVID HYDE PIERCE: It felt like the Korean War more than a summer camp. Or maybe an internment camp during the American Civil War.

MICHAEL IAN BLACK: I'd say he's right. It was like the most upbeat internment camp you're ever going to find.

AMY POEHLER: I was moving stuff around this week and I came across all these old pictures. My favorite, most symbolic one is just a kid's swing over a pile of mud. Like, just a giant gouged-out puddle filled with water, and then there's mud next to it. What we thought was gonna be this healthy, outdoorsy, activity-driven movie turned into a dark, Irish, indoors Eugene O'Neill play.

DAVID WAIN: The one thing about the rain is, even when it's pouring, unless you light for it, it doesn't fully show up on camera. So a lot of times we just shot in the rain.

MARK WHITE: It would start pouring and we'd frantically get cardboard or anything we could find to create a lip off the roof so that it wouldn't be just dripping rain coming down outside the windows.

MICHAEL SHOWALTER: One of the great coups of the film is that it looks like it's warm and the sun is out. But it's not. When we were shooting Capture the Flag, there was a hurricane looming right over us. The sky was more or less black. We had 15 minutes to shoot it before there was a torrential rainstorm. But in the movie, you can't tell.

MARGUERITE MOREAU: I know the scene where I'm like, "I'll see you in macrame!" there is a huge tarp from the roof of the cafeteria, over the camera, over where I am. And it is literally dumping rain all around us.

MOLLY SHANNON: Was it raining? I don't remember that. When I was there, it was sunny and beautiful.

DAVID WAIN: Most of the audio in the Molly Shannon arts-and-crafts-shack scene had to be replaced because the rain was pelting down on the roof the whole time.

MOLLY SHANNON: That's right! It was raining, and we had umbrellas. I forgot about that!

JANEANE GAROFALO: She forgot it rained every day? This is gonna sound like a smoke-blowing festival, but Molly is always in such a good mood that actually doesn't surprise me.

DAVID HYDE PIERCE: There were a few times when me and the kids would do these scenes where we're all laying on the ground, looking up at the stars, and talking. And we all had hypothermia from the chill seeping into your bones of this ice-cold Pennsylvania wilderness.

MARGUERITE MOREAU: We were always wearing three layers of clothing at all times, unless we were shooting, when we were wearing basically nothing.

PAUL RUDD: I remember the scene where the kid was waterskiing in particular being really cold.

ELIZABETH BANKS: That was the coldest I remember being, too. It was freezing.

PAUL RUDD: We were on a boat, so that didn't help. No shirts, and we're moving in a boat, and it was seven in the morning and misty.

JANEANE GAROFALO: And you saw how tiny Elizabeth's bikini was.

ELIZABETH BANKS: When you see that shot, it kind of pans across us, and I was wearing pants most of the morning. I remember David being like, "We're kind of seeing your legs." So I'm pretty sure I'm wearing boots and pants wrapped around my ankles in the scene. Literally, they would call "cut" and I would pull up my pants as high as I could get them.

PAUL RUDD: Seven a.m., and I'm telling Elizabeth Banks she tastes like a burger and I don't like her anymore. I'll wake up at any time, in any weather, to say, "You taste like a burger." [He pauses.] I don't think she really tasted like a burger.

DAVID WAIN: The scene where Marguerite and Michael are hanging out in the goat shack—that was supposed to be in the woods, and it was just raining way too hard.

MARGUERITE MOREAU: We didn't have any time to shoot, and the goats were going crazy, so you really had to get it while the goats were happy.

PAUL RUDD: Even that opening sequence where we're all sitting around a bonfire and they're playing "Jane" by Jefferson Starship, it was just pouring.

DAVID WAIN: Our crew people were trying to build a fire, to no avail. We were like, "What the fuck are we gonna do?" We were freaked out, and, as always, we had no time…and Mitch came in and used his camping skills and somehow whipped this fire together. We were all very impressed.

MITCH REITER, director of Camp Towanda: I was actually in my office, and I heard them on the radio—they couldn't get the thing started. I went down there and said, "Listen, I'm a camp director, would you like me to start the fire?" I had slipped one of those firestarters up my sleeve, and I stuck it in the pile and I lit it. And of course it lights, because it's waterproof. And I got a nice standing ovation, and they shot the scene, and everyone eventually went to bed. They liked me that night.

Sadly, it would be a lonely bright spot in a working relationship that was awkward at best.

DAVID WAIN: I think Mitch was psyched about [the shoot] at first, and then once he saw that there were 100 people descending on his camp who were not under his control…

JANEANE GAROFALO: He really resented our being there. I don't blame him. You've got a camp to run, you've got campers coming a day or two after we wrap, and the camp is destroyed. I begrudge him nothing in that respect.

MITCH REITER: They were here until about 10 days before the kids showed up. Everything was inside out and upside down. I would find mess-hall chairs and tables in the woods. They were probably shooting a scene, but they never put the stuff back. They were supposed to stay in a restricted area, but I suppose some people weren't told, or weren't paying attention to the instructions, and they were really destroying our property, and I definitely got upset. I would say it took three years to recover from some of the mud damage.

DAVID WAIN: He was trying to make rules, like, no one could drink, and no one could smoke, and it was like, "Wait a minute."

MARGUERITE MOREAU: He was just trying to keep his ship afloat, but he turned into a comic character. Everybody sort of looked at him like, "You gotta be fucking kidding."

AMY POEHLER: When I look back at pictures, everybody is smoking. Everybody. And for a camp director, cigarettes are, like, the enemy. They're gross, they cause fires, they're hard to pick up. So cigarette butts were a big deal--where to hide them. Our pockets would be filled with cigarette butts because we didn't want to leave them on the ground.

MARGUERITE MOREAU: And then nobody could have dogs, which was really weird, cause it's, like, the wilderness. That got thrown out, thank God, cause Janeane had her great dogs there.

JANEANE GAROFALO: He was very nice to my dogs.

ZAK ORTH: He was a very nice man. But he consistently had trouble realizing that we were all full-on adults and not actual campers. We weren't doing anything to convince him of that, but, you know.

MITCH REITER: The cast was marvelous. They hung out at my house because it was the only dry place.

AMY POEHLER: He's an excellent camp director. A camp director has to be a person who puts their camp first, who cares about the campers, and who also has to be a bit of a buzzkill. It was really fun to have somebody that we had to sneak around and hide from. I'm sure Mitch didn't quite know what was going on half the time.

MITCH REITER: When David and Michael and Howard Bernstein, the producer, came to me and found our location, we talked it over and wanted to be sure it was an appropriate film to be associated with our camp. They said, "You'll have script approval!" So they showed us a script, and we approved it.

DAVID WAIN: I think we may have forgotten to put some of the scenes in the script when we showed it to Mitch.

MITCH REITER: Either it wasn't the same script, or the video portion didn't exactly stay true to what we read.

DAVID WAIN: There was sort of an unspoken notion that he knew we were doing things that were a little saucy, and it was in everyone's best interest not to talk about it.

MICHAEL SHOWALTER: I think any bad blood between us was not that different from any time you shoot on a private location. People rarely know what they're getting into. Ultimately he had a good time, and I think he's proud of their involvement in the movie.

MITCH REITER: We were promoting this and making a big deal out of it with all our campers. We kept talking about it and talking about it…and then when the movie came out, we never mentioned it again. When everyone saw the film, I got a couple humorous e-mails from parents saying, "We now understand why."

DAVID WAIN: We didn't, unfortunately, leave on the best of terms.

MITCH REITER: My scene with my wife was cut after Howard the producer got angry with us for yelling too much. We're in the outtakes—we were parents in the parking lot, smoking cigarettes and chewing gum, two things you're not allowed to do at camp.

To go with the real camp, Wet Hot also featured a slew of real kids, cast from a mix of Camp Towanda attendees, local extras, and professional child actors.

DAVID WAIN: They were just kids who auditioned. They came every day with their parents. Some of them drove two, three hours to get there

AMY POEHLER: The kids who were with David Hyde Pierce were really great. They were all pretty savvy.

MADELINE BLUE, Cure Girl (camper, one of Henry's geeks): I was 12 or 13 at the time. I had a manager in New York who got me auditions. I remember reading this script with all this racy humor in it and being like, "Wow, this is fun, but I'm a little scared." All I really knew about the movie--other than it had this script beyond my means of understanding—was the names attached. I knew Janeane Garofalo was that really funny lady in The Truth About Cats & Dogs and David Hyde Pierce was that Niles guy.

ELIZABETH BANKS: I remember there were issues with some of the kids' parents saying "I don't want my child to make out" and stuff.

ZAK ORTH: Their numbers certainly dwindled as their parents realized not only what was going on but just sort of the drudgery of it. They were like, "Ah, fuck this, I'm gonna go take them to a real camp."

DAVID WAIN: If you notice, in the movie there were basically 10 of them. We just kept shuffling them around in every shot.

MICHAEL SHOWALTER: I don't know if they understood the movie. We were shooting everything out of order.

KEN MARINO: I don't think we had any idea what was going on most of the time.

MICHAEL SHOWALTER: There were a lot of things that people were like, "What are we shooting? What is this?" And we were like, "Just do what we tell you to do, and you'll see it when it's done."

MICHAEL IAN BLACK: I think if they had known, or their parents had known, they would have been appalled. I mean, it's a filthy movie.

MADELINE BLUE: The specific moment that stands out to me is reading a scene that describes Michael Showalter's character waking up with a boner. I was like, "Oh my God! What is this movie? Is this a porn?"

DAVID WAIN: They didn't get the eighties at all. One of the earliest things we shot was the kids singing "Juke Box Hero" to Coop, trying to wake him up, and they were like, "What is this?" And we were like, "Oh God. We must be old already."

AMY POEHLER: Skylab was certainly something that our generation knew about, and the kids on the set had no idea what the fuck that was.

MADELINE BLUE: I got that it was something that had sort of actually happened, but not at this camp.

MICHAEL IAN BLACK: Fortunately, we didn't have to deal with the kids that much. They were just sort of little fleshy props that other people were responsible for corralling.

MADELINE BLUE: They threw me in, my very first scene. I hadn't met Janeane yet. They're like, "Okay, here you go, here's Janeane, you're gonna tackle her." I just remember thinking, "This is really cool."

JANEANE GAROFALO: I hadn't met her, but it was delightful. And the most gentle tackle I had ever experienced. She was a wonderful person. I don't have children. I've never wanted to have children. But if you could guarantee me some like the ones at the camp, I might have tried it.

MOLLY SHANNON: A lot of times when you work with kids, the parents have them overpractice their lines, and they're like, "Good morning, Mom! You look pretty, Mom!" These kids delivered their stuff really deadpan.

Aside from kids—a notorious showbiz hazard—first-time feature director Wain was also dealing with a difficult location in impossible conditions while under significant budgetary and time restraints.

MICHAEL SHOWALTER: I don't know that he was qualified to do as good of a job as he did.

JOE LO TRUGLIO: I remember thinking, "If he's able to do this amidst the monsoons, he should be fine down the line."

DAVID WAIN: I definitely was nervous. We had to make big compromises every day and quickly slash the shot list down as soon as reality hit. I had an assistant director named Chip Signore, who was also fairly young, but he'd done a few things. And he was the one who explained, you know, like, "Okay, you say, 'Roll sound,' and then when they say, 'Go,' then you can say 'Action,' "That kind of stuff.

MICHAEL IAN BLACK: At that time—and I think David would agree with this—his skills as a director were very raw. It's not that they didn't exist. They did, of course. But he was finding his way around a camera.

MOLLY SHANNON: He let us improvise a little. When the kid gave me a massage, I was like, "Ahhh. Ohhhh, that feels so good. Ohhhh, your hands are like maaaagic." I loved that David would just let the camera roll.

But don't be fooled by the cast's sketch-comedy backgrounds—on Wet Hot, improvisation was rare.

MICHAEL IAN BLACK: The script was pretty locked in. When you have a budget that small, and you have to make your days, and you're fighting the weather, there isn't time to fuck around that much. So I mean, as unbelievable as it is, the entire stupid spectacle of that movie was scripted.

MICHAEL SHOWALTER: One of my favorite scenes in the movie is where Chris Meloni makes the speech where he admits to everybody that he's a pervert, essentially. That's when he talks to the can of vegetables and humps the fridge in front of everybody. He did that on the very first day he was there. Literally, he was driven to the summer camp, got out of whatever vehicle had transported him to the summer camp, went to put on his costume and makeup, walked on set, and shot that scene.

CHRISTOPHER MELONI: Yeah. I just walked in, and I got to hump a fridge. It was nice to get the monologue out of the way, and I really appreciated everyone being there to watch the show. All the people who didn't have scenes or anything, they were all watching, and I could see out of the corner of my eye people were stifling laughter. That was sweet.

JOE LO TRUGLIO: That seemed to be the vibe on this movie for many things. People would show up on set, even if they weren't in the scene, just to see how it went.

JANEANE GAROFALO: We were all within five feet of each other all the time.

MARK WHITE: We would hang out on the art-department porch during work. Eventually they would shoot something where they were going to see us, so we'd have to bring in all the chairs and all the crap and go inside to wait until they finished the shot.