With every film festival I attend, there's always that one movie that stands out; the one film I get behind, talk up to my friends and really pimp out as much as I can. Not because I have something to gain from it making money -- I do it because I thoroughly enjoyed the experience I had while watching it. And it's an experience I want my friends and family to feel as well. At this year's Tribeca Film Festival, that film for me was Zak Penn's The Grand. Now, perhaps it has something to do with my love for mockumentaries -- the fact that I wrote and directed one myself -- or that I simply adore everyone in this cast. Whatever it is, the movie hit me in a way that just felt so good.

Fortunately, I was able to sit down with writer-director Zak Penn a few days after watching The Grand. Penn, who is more known for writing superhero flicks like X-Men: The Last Stand and next summer's The Incredible Hulk, also happens to be a very funny guy who surrounds himself with some of today's top comedic talent. Look, maybe you'll like The Grand, maybe you won't. I will admit that if you're not a fan of the loose, improv mockumentary-type style, then you might not get this film. Personally, I hope you do. That way we can convince Penn to make another comedy, because I'm already itching to see what he has in store for us down the line. What follows is the very low-key conversation we had inside the swanky lobby of the Tribeca Grand hotel. We talk everything from casting and shooting The Grand to how he approached one of Hollywood's most talked-about scripts; that being the highly-anticipated follow-up to Ang Lee's Hulk.

Cinematical: Most know you as the guy who writes superhero flicks, but then you've directed two low budget mockumentaries. Is it a case of one for the money and one for the passion, or do you get an equal amount of enjoyment out of each project, be it big budget or indie?

Zak Penn: Will, the X-Men movies I happen to really like. That's not an unfair characterization of how I do it, however sometimes the ones you do for money are also the ones you do for passion. Like with X3, I worked my ass off for a year and a half on that movie -- I love the franchise and would do anything to work on it. It's not about the money. But, it does pay a lot of money and it allows me to do stuff like [The Grand]. There is a truth to it in that doing that production re-writes, doing assignments, things like that; it's not nearly as fulfilling as doing something like The Grand. Particularly, I don't even try to write comedies for Hollywood anymore. I've written a couple, and I don't like the way they come out. PCU was the last comedy I wrote, and that was the last one I wanted anything to do with. So yeah, it's like I go do these movies to make a living, keep my family afloat, and then I go do these more interesting independent movies because, to me, at least I'm doing something different; something that's worth seeing.

Cinematical: How does a project like The Grand come together? Are you a big poker fan; did you just come up with an idea?

ZP: The Grand came together -- a guy named Matt Bierman is in my poker game; I've played in the same poker game in Hollywood for about 15 years. It's morphed, it's gone from different people. It's interesting, originally the game was Josh Molina, Noah Emmerich, David Schwimmer -- I don't know if you know all those names, but I was playing in this game for a long time and one of the guys who started playing 10 years ago and became a good friend of mine was this guy named Matt Bierman. After I had made Incident at Loch Ness -- ya know, Loch Ness was a small movie that didn't get seen by a lot of people; I don't know if you've seen it?

Cinematical: Actually, I haven't. But I really want to now.

ZP: You should see it if you liked this movie. It's much drier, and it's trying to do some different things -- but if you like Werner Herzog and you like the tone, then I think you'll like it. But a lot of my friends in Hollywood really liked the movie and they said you should do another one of these improvisational comedies. So I said that when I have a good idea for one, I'll do it. And so Mike came up with this idea to do one about poker, and he had a couple of the characters already outlined; he had some ideas. And I was like that's a great idea, let's do it. Three weeks later we were talking to people like Ben Affleck, who wanted to do it, Bill Macy wanted to do it -- that was the time when poker was literally everywhere. But annoyingly; when people were starting to get annoyed about poker being everywhere. And then it fell apart, and a bunch of other shit happened; I had another kid and then X-Men 3 came along. But we kept at it, and eventually it all came back together again. I'll tell you, what made me gravitate to the idea -- it really had nothing to do with poker. I mean I like poker; I like playing poker, but I don't really like watching people play poker that much. And I mostly like playing in home games. But what got me was the built-in stakes; ya know, I had just seen Spellbound and there was just something about having these built-in stakes at a poker tournament that attracts all these different characters. You have these old con men type playing against these young internet geniuses; I just thought this was a very rich place to do a movie exactly like this from. And that's how it started.

Cinematical: How do you attract the talent for something like this? Do you write a script or do you just pitch people characters?

ZP: Well normally on a movie you write a script. With Hulk, which I just wrote, you send the script to actors and you try to get someone that way. On this movie, because it's such a strange thing -- I mean, there was an outline. By the time we went to cast, we had about a thirty-page outline. And that outline kind of dictates the generalities of who the characters are and what's gonna happen in most of the scenes. I'm a good enough writer so that, ya know, the actors actually had fun reading it. The main thing is it's about finding people who want to do improv; who want to do something like that. It's partly that, it's partly the casting director Rick Pagano, who had done X-Men 3 with me. He got what I was trying to do, and he started calling people who he thought were right. And then some of it was me going to my friends, people like Werner Herzog or Michael Karnow -- who's not even an actor, he's just a friend of mine who happens to be really funny. So a lot of people in the movie are just people I know; it's kind of weird, just grabbing people from all different directions. But most importantly, I really wanted to have this eclectic cast. I wanted people to go 'I can't believe Werner Herzog is in the same film as Gabe Kaplan,' and so on.

Cinematical: When you're writing it, do you have anyone in mind right off the bat? Did you tailor any characters to a specific actor or actress?

ZP: Sometimes I do. Like with The German, I said I'm going to create a part for Werner Herzog. The best example I can give would be Fred Marsh, Lainie's husband in the movie, as played by Ray Romano. If you read the outline, it doesn't say much; basically that Fred just hangs around, doesn't have a job. I mean, there are a few key details, but there's almost nothing there. When Ray Romano called and said he wanted to do something, that was the only part I had left. So I asked if he could do something with it, and he and a writer friend of his, Tom Catalano (sp?), came back at me with all these ideas. And some of it was amazing stuff; I actually started writing those scenes into the movie. So some of the stuff just evolved like that; where the actor took over the role and made it their own. Which, by the way, from my point of view I'm ecstatic about. It's one less thing I have to worry about. Other actors, that's not the case. I would cast them because I liked the way they looked or the way they sounded.

Cinematical: Once you're on set, how do you shoot this? How in the world do you cover each scene so that you catch everything said by each actor?

ZP: That's a good question; I mean, that's the trick. And it's gratifying when people notice that it's not so easy. My editor Abby Schwarzalder; she went to college with me and edited my two films -- she's incredibly talented, and a great comedic editor. She really helped construct the movie and was on set every day. But here's the trick of it: The trick of it is, as a director, I have to know what the scene has to have. Here are some things that I'd like to have set up. So then we get in a space, scout out a location and bring the actors in. You can't waste any time, there is no time -- I mean, we shot for 19 days. So my DP (Anthony Hardwick) and I would just say 'Okay guys, go do it.' And I know it seems crazy; where do they start? And there were times where people like Woody [Harrelson] were like 'Holy shit, aren't you going to at least tell me what my first line is?' And I was like 'Nope, just do whatever comes to your mind.' The first take is usually a total mess, and everyone wonders around while we shoot some stuff. But then very quickly, you have to say 'Okay, let's do this here and let's do that there' -- I mean, basically you end up writing on the fly. And that's the hard part.

Cinematical: Is this a genre that you're going to continue working in? Do you want to be the next Christopher Guest?

ZP: Look, here's the thing -- there's no question that when I went into this movie, I said if I could have a fraction of the career as Christopher Guest has had -- the freedom that he has, and the respect that he gets - I'd be ecstatic. Ya know, I kind of took a step back and looked at the careers people were having in Hollywood, especially as I was thinking about directing. And I was thinking, ya know, it's difficult for most directors to deliver a good movie time and time again. It's really hard to get the material you want, it's hard to work in budgets, etc ... You look at someone like Christopher Guest or Woody Allen, and those are people worth emulating in terms of how they make their movies and with whom. Christopher Guest doesn't have to have a "star" in a film in order to get it made. And I think that's incredible. So, I won't deny that I went into this saying it would be great to build a career like Christopher Guest's. That said, it's hard for me to imagine going right back in and doing another improv movie. I think what would be more likely is that I would try to bring some of what I think is good in this improv setting over to a more traditionally-shot comedy. Like if you look at the Will Ferrell movies, they're shot somewhere in between. They're shot traditionally -- with full script, full set-ups, etc .. -- but they allow for a lot of improv. So I'm always looking to do something that will lead to something else. Hopefully people will see in The Grand that I can bring some of that style to something else.

Cinematical: Now, next up for you is The Incredible Hulk. How do you feel about the casting of Edward Norton?

ZP: Great. I think he's the perfect choice for the part. I think he was the perfect choice for the part to begin with. Ya know, it's weird for me being back here, because I had an office in Tribeca about 10, 11 years ago when I first wrote a version of The Hulk. That version got thrown out immediately. I wrote a draft that's very similar to the one they're doing now, because I said lets go back more to the feel of The Fugitive -- make it a little bit more like an action-thriller. All that originally got thrown out. And back then, I thought Ed Norton would be the perfect person. So, I don't think you could pick a better actor to be in that role, honestly. I'm as thrilled about that casting than anything I've ever been involved with.

Cinematical: So how's it different from the last film? What's your version like?

ZP: Well I felt that there's shit in the first movie that I thought was extraordinary. I watched the movie a bunch of times now, and I'll admit that the first time I watched it, I didn't love it. But the more I watched it, I thought it was a very interesting movie. The action scenes are spectacular. That said, as a Hulk fan there are parts of it I just don't like. I don't like how there's a poodle that he fights. That bothers me. I don't like the stuff they did with his father. Ya know, I think Nick Nolte is a great actor -- and I don't even think he's bad in the movie -- I just don't like the way they changed his origin. To me, there's something so perfect about the origin of the Hulk -- making it so that his father is to blame for what he's become just drives me nuts. So I had a bunch of quibbles with the first movie, which I said I want to get away from those things. I read the beginning of the Bruce Jones comic book. I don't know if you know much about the comic book, but there's this guy Bruce Jones who wrote a bunch of issues and apparently a lot of people don't like the later issues he wrote -- which, I dunno, I read a graphic novel of the first ten issues that he wrote which was just fantastic. It had a great tone, really stripped down -- Banner on the run, having to keep his secret, etc ... And that inspired me. And I realized it was the same thing I liked about the TV show. It's the essential idea that a guy who cannot afford to get anxious, who cannot afford to feel anxiety, who is stuck in the modern world and he's on the run having to protect his identity from anyone he meets -- and also tremendously worried about what he'll do to anyone who's around him. To me, that's the center of the movie. That's what the movie has to be organized around; all the other details have to operate around that. So that's kind of where I started from and that's the movie I think you're going to get.

Cinematical: What are you working on next now that Hulk is out of the way?

ZP: I have a bunch of projects; I'm either going to write the X-Men spin-off. I have a couple of my own original ideas that I might write. I have a TV show that I might do. I have like a whole bunch of irons in the fire, and the real question is which one am I going to do next. I'm also supposed to write The Avengers movie. I mean, I'm going to write that some day, but I don't think I'm going to write that soon. I think I'm going to write that down the line. I'm also kind of curious to see what kind of options will open up for me as a director before I make too much of a commitment as a writer. Because I do have to mix it up; with a family, I can't be the kind of guy who directs a movie every year. Not until my kids are older. So I really have to be careful not to over commit myself. But if people really like The Grand, then awesome -- I'm going to keep going and do something that exercises these skills.

For more on The Grand, check out my Tribeca review here.