'There will be people who will be offended. I just hope they walk out early,' warns Penn & Teller's Penn Jillette. His film, 'The Aristocrats,' is a documentary loaded with well-known comedians telling just . . .

By Brandon Griggs The Salt Lake Tribune

One of the most buzzed-about movies at the 2005 Sundance Film Festival is sure to be "The Aristocrats," a documentary featuring scores of famous comedians telling different versions of perhaps the world's filthiest joke.

Produced by Penn Jillette of the comedy-magic duo Penn & Teller, the film features George Carlin, Whoopi Goldberg, Jon Stewart, Robin Williams, Chris Rock, the characters of "South Park" and almost 100 other comics. It also contains the most sexually explicit language imaginable.

"There will be people who will be offended," says Jillette without apology about his film, which premieres Saturday at the Holiday Village theatre in Park City. "I just hope they walk out early."

The joke in question has existed privately, backstage, between comics for decades but has rarely been told in public. Its setup and punchline - which happens to be the movie's title - are always the same and are, frankly, not that funny. The meat of the joke is its middle section, during which each comic is free to improvise. And the raunchier the riffing, the better.

"It's not really about the punchline. It's about the journey," says comic Paul Provenza, who directed the film. "A filthy joke is not really a reason to build a film around. It's all about improvisation. It's like flinging paint at a canvas."

Provenza and Jillette got the idea for the movie in 2001 during a late-night gab session at a Las Vegas diner. Jazz musicians perform variations on the same melody, they figured. Artists do multiple paintings of the same scene. Why can't comedians tell the same joke?

So they grabbed some cheap digital-video cameras, called up their fellow comics and began filming on the fly, with no set, lights or crew. In the beginning, Provenza and Jillette figured they'd make the film as a laugh to share with friends. But as more people wanted to be involved, the scope of the project grew.

They filmed Tommy Smothers, who knew the joke, recounting it with his brother Dick, who did not. The writers for The Onion, the satirical newspaper, deconstructed the joke around their New York conference table. Steven Wright told a uniquely clean version of the joke. Trey Parker and Matt Stone built a short "South Park" film around it.

The film's atmosphere is loose and freewheeling, which its makers believe helped the comics loosen up and be themselves.

"We really wanted to give the feeling of hanging out with comics backstage," Jillette says. "These are our friends, and they like to sit around and tell jokes."

Although some comedians - even ones with squeaky-clean reps, like Bob "Full House" Saget - were incredibly crude, Provenza and Jillette never censored anyone's material.

"We operated as if there was no line [we couldn't cross]," Provenza says. "The whole premise of exploring the joke is that there are no boundaries."

The Motion Picture Association of America may see the film differently. Provenza believes if the film is submitted to the MPAA's ratings board, it will get an NC-17 - meaning nobody under 17 would be allowed to see it. Also, some newspapers refuse to carry ads for NC-17 films.

"There's no sex [in the film]. There are no people killing each other. It's just words," Provenza says. "It would be the first movie to get an NC-17 that features only people talking."

Provenza and Jillette may release the film without a rating, which would allow it to reach a broader audience. First, they hope the film's exposure at Sundance will help them land a distributor. After all, people always need a laugh.

"The movie is genuinely hilarious," Provenza says. "It is without a doubt, hands-down - and this is not me bragging - the funniest documentary you've ever seen in your life."<