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Production Information
So Crazy It Might Work
Good Boys Is Hatched
Although longtime creative partners Lee Eisenberg and Gene Stupnitsky met while filming Harold Ramis' Bedazzled, they admit that it feels as if they've known one another since they were kids. In 2000, Eisenberg had been plodding away as a pay-your-dues production assistant, while Stupnitsky served as the director's intern. The instant friends bonded over their shared wicked sense of humor and a mutual love of the turn of a phrase; soon, they'd become roommates and, five years later, professional screenwriters. The duo has gone on to collaborate for more than a decade, ranging from their first writing gig on NBC's The Office to a feature debut, the 2011 blockbuster Bad Teacher, starring Cameron Diaz, Jason Segel and Justin Timberlake. As Stupnitsky says: "Ours was an overnight success story."

Since the beginning of their writing partnership, they worked in tandem on every word and decision. "There's never been a division of labor," Stupnitsky says. "We do everything together. It's not like Lee works on structure, and I work on character. We put in the time to make the other person laugh and to solve the problem in front of us." He continues, "There's also a lot of well as discussions about what to eat for lunch."

Eisenberg says that, by design, their approach to comedy is equal parts striving for commercial and "putting our own spin on it." Their Diaz-led film is emblematic of the work. "There hadn't been a lot of strong female characters in R-rated comedies up to Bad Teacher. We felt like there were a lot of hilarious women not being cast in those roles. Same with this film, we felt like we could find kids in this age group to say outrageous things...and that could make people lean forward a bit."

When considering the comedy that would propel them from writing team to a filmmaking team, the duo knew they wanted to mine the period of pre-adolescence. "We're attracted to stories about these years and have believed in Good Boys for a long time," says Stupnitsky. "There's no close second; it's just the most awkward age. We both have close anecdotes about being 12, 13 years old and just trying to make it through our world. That awkwardness lends itself so well to comedy." Ultimately, mixing innocence with debauchery made them laugh, and they felt that audiences would respond to humor that was equal parts naĆÆvely unintentional and wildly inappropriate. "Especially because these kids are doing things they don't understand."

The writing partners were keen to explore their protagonists' transitions from little kids to brand-new adolescents, shot through the lens of an R-rated comedy. While it was crucial for the comedy to be fearless and unblinking, Stupnitsky and Eisenberg wanted to ensure the story stayed centered on the heartfelt friendship of its three main characters, who refer to themselves as the "Beanbag Boys."

For inspiration, the storytellers discussed Stand by Me, Ferris Bueller's Day Off, The Hangover and a live-action South Park. "The premise of a comedic coming-of-age story with kids and swearing always seemed like a funny idea," Eisenberg says. "We felt that the younger the kids, the funnier it would be." Stupnitsky adds: "The idea of an R-rated movie starring children just made us laugh."

Stupnitsky's earliest memory of the birth of Good Boys is sitting in his unfinished living room in L.A. discussing a scene with Eisenberg: one where the boys would use a drone to spy on neighboring girls. This sequence, which ultimately became the catalyst for the Beanbag Boys' adventures, differs from Stupnitsky's tribulations at that age. "We were way too afraid of girls to spy on them," he says. "But in a movie, you can portray these types of situations with fictional characters and try to figure out what it would be like."

They were also intrigued by the idea of the trio having to go a very short distance in their saga, yet having it appear as an insurmountable obstacle. "When you're an adult, you don't think twice about a short trip," Eisenberg says. "When you're young and journey far away from home without your parents' permission, it feels like forever. I remember walking into town when I was a kid, and it was about 2.5 miles. It felt like the scariest thing I'd ever done."

The team brought their spec script to NATHAN KAHANE and Brady Fujikawa at Good Universe, who loved the balance between shocking and poignant. The company then took the project to James Weaver, Evan Goldberg and Seth Rogen's Point Grey Pictures. "Nathan and Brady were excited about the script," executive producer Josh Fagen says. "We read it and thought it was hilarious. We ultimately decided it was just crazy enough to work, which is the sweet spot for our films."

From casting and dailies, to developing the script, Rogen and Goldberg were involved throughout production. When the project ended up at Universal, it came together quickly, going into production in less than a year. "From the moment we heard the concept, we were already committed to Point Grey making Good Boys," says Rogen. "It allowed for a lot of nuanced comedy." Goldberg was inspired from the moment he read the script. "Good Boys reminded me of a modern version of Stand by Me, which is one of my favorite films," Goldberg says.

Point Grey appreciated that the script was filled with a wide range of comedic sensibilities set against a backdrop of wild set pieces. "It dug deeper beyond the laughs to find an emotional core within these friendships," Fagen says. "Kids at that age are maturing but are still very immature at the same time-their bodies are changing, starting at new schools and figuring out who they are. They are also very filthy in certain ways, but earnest, good-natured and good-hearted in others. That contrast was appealing to Gene and Lee."

"Kids that age are very dirty," Eisenberg says. "The parents that we talked to who read the script thought it sounded a lot like the way their kids were talking to each other." Also, at that age, everything seems heightened, from the prospects of getting grounded to not being able to kiss a girl you like. "Everything feels so immediate. Boys are very hormonal, and that's something we ultimately tried to tackle."

Tweens are also prone to inflating information they have gleaned from a parent or overheard from their peers. "They may have half the information about something, but they say it as if they have all the information," Eisenberg says. Worse, kids believe each other, which only exacerbates the cycle of misinformation. "We were very interested in kids sharing information to try to understand the larger world," Stupnitsky says. "Kids hear things; they pick them up and repeat them. Sometimes, they'll hear something older kids say and repeat it, but mess it up so it didn't quite make sense."

By design, though, nothing the boys do is ever malicious or cruel. "We wanted there to be a sweetness in the boys," Eisenberg says. "They're on the cusp of becoming self-conscious at this age. We like the fact that they're not bad kids or vandals. They're sweet and well-intentioned."

The real-life friendship between Eisenberg and Stupnitsky, meanwhile, shaped the entire filmmaking process. Every decision was a joint one. "We were always right next to each other, doing everything together," Stupnitsky says. According to Eisenberg, if it's not broke.... "We've been working together for more than 15 years," he says, "and that's the way we've always done it. If there was a props meeting, then both of us would walk over to the props department. There wasn't a time that Gene was off casting the movie, and I was looking at wardrobe." He laughs, "Well, Gene would come back and ask, 'WAIT, we cast that kid?'"

Stupnitsky returns: "That's not always true. Once, I told Lee: 'Why'd you pick the rhinestone denim number? It's not going to work with her outfit."

The Kids Are Alright
Searching for the Beanbag Boys
To find the trio of young actors to play the leads in Good Boys, Gene Stupnitsky and Lee Eisenberg turned to casting guru RICH DELIA-who'd cast Point Grey's The Disaster Artist-for his expertise. "We'd work with Rich again in a heartbeat," says Stupnitsky. "Between It and Shazam!, he'd already seen every kid in North America. He was just invaluable."

The humor in the film rests on the contrast between the innocence of the three boys and the outrageous things that happen to them, so the golden rule during the search for the Beanbag Boys was to find young performers who were unabashedly earnest. "We've tried to get a lot of comedy from that quality," says Stupnitsky, "and that's not something you see with a lot of movies. These kids believe so wholeheartedly, and they have such a firm belief system."

The boys, in other words, needed to be good boys. "The kids are tiny fundamentalists; they all see the world in black and white," says Eisenberg. "It was important to have actors genuinely portraying these children who see the world as right and wrong. 'This is good. This is bad.' As you get older, nuance enters the picture. Someone used to say, 'Maturity breaks ambiguity.' By the end, that's what they're starting to latch onto."

After the principal kids were hired, it was apparent to all they'd made the ideal choice. "Working with these three young boys was a pleasure because they were too young to be jaded," Evan Goldberg and Seth Rogen explain. "It was refreshing."

As a side benefit, the trio went from playing pals to actually becoming pals over the course of filming. "Working with Jacob, Keith and Brady was acting like part producer and part camp counselor," says producer James Weaver. "It was incredibly entertaining to watch them go from three kids who didn't know each other, playing friends, to three kids who are actual friends in a movie we're all really psyched about."

Eisenberg notes that with all these kids running around, the set was a very different set from other movie sets. "All the boys cared about was what was for lunch and if we'd be wrapped in time before the hotel pool closed at 9 p.m." Eisenberg says. "They'd say, 'By the time we get done, that should give us an hour for swimming...'"

Nothing would have moved forward, casting or otherwise, without the deep involvement of the families. "Their parents were awesome," says Stupnitsky. "They helped production so much. It could have so easily gone the other way, but they were so amazing."

On set, laughter was both the goal and a constant challenge. Between the visual gags and humorous lines, it wasn't easy for cast or crew to keep a straight face. The three young stars had their tricks to keep from laughing: Jacob Tremblay bit his tongue and took deep breaths; Keith L. Williams bit his bottom lip, and Brady Noon bit his cheek. Between takes, the boys would socialize, watch TV shows, play games, sing and fly toy drones.

So how did the creative team manage? "As filmmakers, we were just terrified that we wouldn't get the shots we needed," Eisenberg says. "It was a sense of relief when we got what we were looking for, even though we were sometimes cracking up." Occasionally, the kids would grab the mic from first assistant director DANIEL MILLER and take turns "directing."

"I liked to watch How I Met Your Mother and YouTube videos in between takes because it helped me clear my mind," Brady Noon says. Keith L. Williams and Noon even worked on their own pet project-a script they wrote in hopes that it would make it to the blooper reel of the DVD.

The kids also got to learn new and exciting words, but things weren't exactly free-range off set. Their parents set strict rules about using profanity when the cameras weren't rolling. "I learned at least 11 new curse words while making the film," Noon says. "My mom laid down the rules about cursing before we started shooting. What was said on set had to stay on set." Williams adds: "I don't curse like Lucas does in real life. I told my mom that it was only during the movie and that I would pray after my cursing scenes." On their time off the kids had sleepovers, went swimming, hiking and played their favorite game: Fortnite.

In many ways, the kids are real-life Beanbag Boys. Or, as Williams describes their cinematic counterparts: "Max, Thor and Lucas are best friends and have always known each other. They tell each other everything."

Not that the kids would ever dream of ditching school like their on-screen counterparts, but if they did, Noon has a solid plan: "If I skipped school for a day, I'd play Fortnite, relax, go surfing and watch How I Met Your Mother."

Despite some eye-popping moments and lines, there is a great deal of innocence beneath the veneer. After all, Good Boys is set in a world where taking five sips of beer is considered record-breaking, and even a single sip is enough to feel a bit drunk.

As the boys are maturing and starting to take interest in sex, there's a serious lack of expertise. A sex toy to the kids appears to be just nunchucks, beads meant to be used in the bedroom are a necklace given to a crush. In order to learn to kiss, they think they can gather intel from spying on girls next door. The pre-teens of Good Boys think they understand the world of adults, but constantly misinterpret it through their own lens, which wasn't dissimilar to the actors themselves. "Although there are some inappropriate things that are said and happen in the film, the boys didn't really know what a lot of the things were," Molly Gordon says. "It was relieving."

Working with kids certainly had its challenges, particularly because it meant much tighter hours...and occasionally shorter attention spans. "The boys were incredibly malleable in a way that adult actors simply aren't," executive producer Josh Fagen says. "They were happy to try lines in different ways and they question it. They also brought a lot to their characters and made them even funnier. They understood that Gene and Lee have a lot of experience and that if they played with the lines with them, the movie would come out looking great. Not every adult actor has that same thought process."

Eisenberg adds, "The boys are lovely, and they aren't jaded. They were very funny, sometimes intentionally, sometimes not. We threw a lot at them and they made it their own. It was fun to watch them develop their own comedic styles."

If you were to ask any of the boys what their favorite part of working on the movie was, they would be quick to answer that it was the chance to zing through alternative lines. Luckily, the cast excelled at improvisation. "There's no such thing as a bad idea in improv," Noon says. "You can pretty much say whatever you want and make it funny. Jacob, Keith and I picked up the alternative lines pretty quickly and they always made us laugh."

For Stupnitsky and Eisenberg, the rule is "the best joke wins." Their alts were essential for ensuring that they were ready for anything in postproduction. "We tried to give ourselves as many options to have in editorial," Eisenberg says. "If one version doesn't seem raunchy enough, we had another raunchy joke on standby. It was about discovering things as we went and having the opportunity to come together to try to come up with something better. The goal was to amass as much material as possible because there are always alternative and fun ways to tell a story.

"That way, if we had to cut for time, we made sure that this scene covers a piece of plot so that this other scene could potentially be cut or trimmed down," he continues. "You're protecting yourself. There were also just jokes we wanted to make sure we had, so those were written ahead of time. We had two on-set writers, JOHN PHILLIPS and BETH STELLING, who were there for the entirety of production. Along with Gene and me, they were constantly throwing out jokes that the kids could try."

For the ringleader of the Beanbag Boys, moments to flex improv acting chops were the most memorable. "Improv was probably one of my favorite things we did on set," Tremblay says. "I liked it when the filmmakers would throw alternative lines at us. It was hard to keep in the laughter sometimes."

Jacob Tremblay
As Max serves as the narrative anchor, it was crucial to the filmmakers to cast this role first. "We liked having Max at the center, as he grounds everything in the story-where he is pulling away from his friends while not realizing he's trying to pull them along with him," Gene Stupnitsky says. "He's interested in girls before the other guys and is a true romantic. He's talking about love before they are.

"Kids at that age all grow up at different rates," Stupnitsky continues. "We talked about how sixth grade is the beginning of the time that you're starting to find yourself. Up until that point, you're friends with the kids in your neighborhood, or your parents are friends with their parents. It's all about proximity. This is starting to be the age where someone is starting to get into karate, musical theater or basketball. You'll still be friends with the kids in your neighborhood, but things are changing."

The partners turned to seasoned young performer Jacob Tremblay, who has worked on blockbusters from Wonder and The Predator to Room, the drama that earned Brie Larson an Academy Award. "We talked about Jacob for a long time because we thought he was a great actor," Lee Eisenberg says. "We liked the idea of having an earnest, sweet-looking kid saying some raunchy things." Adds Stupnitsky: "In the beginning, Jacob was the only modern child actor we really knew about. Luckily, he and his parents were interested."

The filmmakers set up a Skype session with Tremblay. "It was a very funny call," executive producer Josh Fagen says. "Jacob talked about how he had always wanted to work with kids, which everyone got a kick out of. We recorded the session, and when we went back and watched it, we thought, 'Oh, this is magic.'"

Eisenberg admits that the experience was an odd one indeed. "We've never Skyped with anyone and their parents before," he says. "We kept bracing for his parents to say, 'We want to talk to you afterwards.' We didn't know if we'd hear, 'How dare you?' But they were taken by the script and thought it'd be a good opportunity for Jacob. He was excited because he hadn't worked with a lot of kids, even though he's 12."

Adds Stupnitsky: "We couldn't understand why his parents wouldn't yell at us, because we would yell at us." But it turned out that choosing Tremblay was fortunate for two reasons: "We also scouted 15 middle schools and ended up choosing the one Jacob went to in real life," Stupnitsky says.

For Tremblay, the chance to work with his peers was thrilling. "I was excited to be in a movie with other kids," Tremblay says. "I was in a movie called Wonder, which had a lot of other kids, but I was always busy with my prosthetics. This was fun because I was able to hang out with the other kids."

When it came to the more colorful dialogue of Good Boys, Tremblay's family gave him an exemption for his part-time job. "I got a free pass to say a lot of bad words in this movie," he says. "I've sworn in movies before, but this was next-level. There were a lot of new words to learn." Luckily, he had an expert close at hand: producer Seth Rogen. "Seth told me a quote when we began filming that I thought was funny, and I wrote it down on my script," Tremblay says. "He said, 'There's money in profanity.'"

Having Eisenberg and Stupnitsky as creative mentors meant a great deal to Tremblay. "Lee and Gene were fun to work with because they would create alternative lines for us on the spot," he says. "They're both very funny, so it was awesome to learn from them." Just because he and his co-stars were filming didn't mean they wouldn't be receiving an education. "Brady, Keith and I are all interested in screenplay writing. While we were on set, Lee gave us some tips about how to develop a story into a screenplay. It was basically a free scriptwriting class."

Keith L. Williams
The moral compass of the film, Lucas is the most innocent of the Beanbag Boys. "Morality is always at play with Lucas," says Gene Stupnitsky. "His parents are going through a divorce, and he's questioning everything. With this divorce, and a fear that he's losing his friends, his life has been turned upside down. He's got a lot on his mind. That's a scary place to be when you're 11 years old."

He's the furthest thing from a rebel. "He's the sweetest of the three boys: the least likely to drink a beer or kiss a girl," Lee Eisenberg says. "It's going to take him a little while before those things get on his radar. He's a rule follower, and the rules are changing. This makes Lucas have a hard time figuring out how to go through the world that way."

For the role of the role-playing-game-obsessed Lucas, the filmmakers were immediately charmed by Keith L. Williams, who had recently starred alongside Will Forte in The Last Man on Earth. "That kid is a dynamo," says Stupnitsky. "We just got so lucky with him. He knocked it out of the park. You never knew what you'd get from him. He was always surprising us, making funny, odd choices. Sometimes he'd scream a line that wasn't intended to be, and we thought, 'Well, we can't use that.' Then, during editing, it killed us, and we'd keep it in."

The filmmakers were totally charmed by him. "Keith is so lovable," Josh Fagen says. "We felt that it would be valuable to have an anchor like him, whom the audience would fully root for. The fact that he is also hilarious was icing on the cake."

It helped that the performer had training under his belt. "I took an improv class before I got the role of Lucas," Williams says. "This movie was definitely the most improv I've ever done, and I feel more confident about improv now."

To ensure the fit was right, the filmmakers had Williams read with Jacob Tremblay. Like Tremblay, Williams welcomed the chance to work with actors his own age. "My favorite part about the role was that I got to work with other kids," Williams says. "When we weren't on set, Jacob, Brady and I would play games, swim and watch movies. Jacob also showed us around Vancouver. I didn't tell my friends back home what the movie was about when I was filming. I wanted them to be surprised so I just told them, 'I'm filming something in Canada.'"

His fellow cast members saw a lot of echoes of Williams in his character. "Keith is similar to his character because he's a loving guy," Tremblay says. "Everyone likes him because he's so friendly and fun to spend time with." Williams agrees that he shares similarities with Lucas. "Lucas is a very safe and responsible person," Williams says. "He's very sweet, but he has a bad side, too. I like his bad side better. Lucas isn't interested in being one of the cool kids like Max and Thor are, but he doesn't tell them that. I'm like Lucas in real life because I'm mature for my age. I would have told Max and Thor, 'We're not flying the drone,' and to 'Just look up how to kiss.' One of my favorite things that Lucas says is, 'I'm not kissing anyone until I'm in love.'"

Brady Noon
When it came to the final member of the Beanbag Boys, their creators imagined Thor as akin to the character of "Mouth" from The Goonies. "We always liked the idea of having a blowhard, this mouth who was a know-it-all," says Lee Eisenberg. "The one who instructed the group the most, but who, when push came to shove, was the most scared. This was the hardest role to cast. It wasn't just about finding one kid for each role, but how they'd interact as a group. We did a lot of bringing kids back in to see interactions. We saw hundreds for this role and thought, 'Maybe we need to look at this in a different way...' Once Brady Noon came on, based on his delivery of the lines, he convinced us we were brilliant writers."

The young star of Boardwalk Empire sent in a video audition; the filmmakers were immediately drawn to him. "We cast Brady the day of the table read but didn't see him until a month before shooting began," says Eisenberg. "His first audition was a Skype one with his mom, who was reading off camera. He's clearly not allowed to swear at home-none of the kids are-and he was trying to feel out what he was allowed to say in front of her, and how far he could take it and swear. We'd give him notes like, 'On that line, make sure you're hitting the "fuck," hard.' That's a very weird conversation to have with his mom, who is a schoolteacher at Brady's school, in the room."

Gene Stupnitsky appreciates how seriously Noon took not only his audition, but the entirety of production. "Brady had to do a lot of the heavy lifting comedically," he says. "He is so impressive as a comic actor. He knew just where the jokes were and is very natural. We were blown away by him."

Although Thor tries to be cool, he doesn't quite fit in. "He's always being judged and is afraid of what people will say about him," says Noon. "He's an outgoing kid with a passion for music and singing. I'm not allowed to do half of the things that Thor does in this film, including swearing, going to the mall alone or standing on tables."

Proving that Noon was even more of the perfect choice for the role, he already had some experience with entertainment. "I have a background in dancing, singing and school plays," he says. "I think everyone was surprised when they heard me sing. Lee went around afterward saying, 'Hey, you want to hear Brady sing?'" To be clear, though, it was Noon's comedic chops that earned him the role. "Brady's quite a good singer, but even if he couldn't sing, we were going to dub him," Eisenberg says. "He's just so funny."

Noon was particularly excited for the table read. "When I opened the door at the final table read, I saw Seth Rogen and my jaw dropped," Noon says. "I called him 'Mr. Rogen.' It was awesome to be in a movie he produced." Similar to Jacob Tremblay, Noon was excited for the opportunity to work with other young actors. "It was great working with kids my age because I was able to relate to them," Noon says. "Most of the other work I've done has been with adults who didn't understand the sort of things that kids do."

Scene Stealers
Good Boys' Supporting Characters
It's impossible for three good boys to behave so outlandishly without the help of concerned parents, coked-out drama teachers, suspicious neighbors and life-lesson-deserving frat guys. Lee Eisenberg and Gene Stupnitsky ensured that their ensemble would contain some of the most seasoned character actors working today, as well as fascinating up-and-comers who threaten to scene steal even the funniest of the Beanbag Boys' sequences.

Signature to any Eisenberg and Stupnitsky creation is imagining backstories for supporting characters. "A lot of things that make us laugh is the background of characters you get a taste of, but ones who aren't necessarily in the foreground," says Eisenberg. "This family that watches This Is Us together and has taco Tuesdays: Why are they getting a divorce? Or Atticus [CHANCE HURSTFIELD, TV's A Million Little Things], the bully kid: His dad has two DUIs and cheated on his taxes, while his mom plagiarized a book. Whether it's a spin-off about Atticus or what Lucas' dad's new place looks like now that he's a single father, it's the tiny little details that make us laugh and excite us...and hopefully the audience as well."

Molly Gordon
The first of the boys' two archnemeses, teenage Hannah is portrayed by Molly Gordon, who shot to attention in the Melissa McCarthy comedy Life of the Party and TV's Animal Kingdom. "Hannah is dating a weird older guy named Benji," Gordon says. "She's been neglecting her best friend, Lily, played by Midori Francis, but Hannah comes to her senses and breaks up with her boyfriend. She decides to make it up to Lily by taking her to a concert to do molly together. In addition to the boys, Hannah and Lily are also going through big changes in their lives. They're becoming older and their friendship is moving in a different direction."

Through unlikely events, Hannah and Lily find themselves, suddenly and unexpectedly, dealing with the Beanbag Boys. "Hannah lives next door to Max," Gordon says. "When Max and his friends are invited to a party, they decide to spy on Hannah and Lily with their drone to try to learn how to kiss. Coming off the frustration from her relationship, Hannah decides to teach the boys two good lessons: to treat women with respect and that spying is never okay. So, she decides to take their drone away from them."

Off camera, though, Gordon discovered that she had learned a lesson from her younger co-stars. "On my past projects, I've been the youngest person on set," Gordon says. "It was interesting working with the three boys because they weren't self-conscious to try new and different things. It was a very open environment, and they actually gave me the confidence to try new things, too."

Gene Stupnitsky says Gordon infused the production with her wicked sense of humor. "Molly asked Lee and me, 'Did you guys just cast me because my name is Molly?'" Stupnitsky says. "She also lovingly referred to Jacob as 'an 87-year-old man.'" The filmmaker relished just how much the actresses embraced her character's inner villain. "We always loved the idea that the antagonists chasing the boys were 16-year-old high-school girls, who also intrigued them," he says. "This isn't Tom Cruise in Collateral. There is this push-pull dynamic with Max, Brady and Thor."

Midori Francis
Hannah's best friend Lily, played by Midori Francis (Ocean's Eight), doesn't suffer fools, especially not tween boys who have inadvertently jacked up her weekend. "It was so fun to work with Molly and Midori because they were hilarious," Stupnitsky says. "Hannah and Lily are in their own movie and have their own thing going on. These boys have just gotten in the way. Hannah and Lily aren't bad or trying to ruin anyone's day. They're just trying to get to their concert, and these boys basically rob them."

Francis loved Lily's strength and determination. "Lily's very bold," Francis says. "She does what she wants to do and says what she wants to say." Narratively, the Hannah-Lily relationship is going through the same sort of growing pains that the boys' relationships are. "It's ultimately about the friendships we have during childhood and how they evolve," Francis says.

All of Gordon and Francis' scenes are together, so Francis knew it was important that the two actors connect. "I did chemistry reads with a few different actresses who were going out for the role of Hannah," Francis says. "None of them ended up getting cast, but when Molly came to set the first day, we immediately had great chemistry. Hannah and Lily are the obstacle that gets in the way of the three boys throughout the movie, but they have a lot of fun doing it." Francis becomes quite the Terminator when she's on a mission to get their MDMA back from Max, Thor and Lucas. With the help of stunt double IRMA LEONG, the actor sprints like an Olympian and even breaks out some parkour in her pursuit of the boys, much to the boys' terror. Just as much fun for Francis was the verbal comedy, and the improv-allowed vibe that the filmmakers created on set. "I always went to set with my lines ready," Francis says, "but the best part was that Lee and Gene were always game to mix it up and play around once we got to set."  

Max's Dad
Will Forte
When it came to casting the role of Max's dad-who insists that his son not touch his workplace drone-the creative duo called the man who was at the top of their wish list: Will Forte. "I've been friends with Will for 10 years, and I just love MacGruber," says Lee Eisenberg. "We needed someone who is hilarious, but who can simultaneously feel grounded and a little menacing. Will is so quick. We were throwing a lot of lines at him, but he came up with so much on his own. He had different performances from take to take; he's very funny at playing angry."

Gene Stupnitsky agrees with Eisenberg that MacGruber is a cult classic. "It's one of the funniest movies of all time," says Stupnitsky. "I will laugh alone watching it at home. Will is brilliant, and it cracks me up."

Jacob Tremblay got to witness the full force of Forte's versatility and comedic power. "Will is so funny," the young actor says. "It was so hard to keep a straight face when we filmed the scene where Will screams at Max. I had to bite the inside of my cheek."

Fun fact: Three of the Good Boys' team share one show on their resumes, but it wasn't until they got to set that they realized the connection. "Keith Williams and I both worked with Will on The Last Man on Earth," Tremblay says. "I thought that was a cool connection that we both had to him."

Lucas' Mom and Dad
Retta and Lil Rel Howery
Lucas' parents, who share with their son that they are beginning the process of a divorce, are portrayed by comedy powerhouses Retta and Lil Rel Howery. Although the actors appear in cameo, their scenes are some of the most memorable. "How good are they?" says Gene Stupnitsky. "We only had Retta and Lil Rel for one day, but we squeezed all the juice out of them. They bring such a different energy. Remember, everyone in this film is in their own movie. They're going through a divorce and have their own back story. They're separating but still have a son to raise; they're just doing their best."

From Parks and Recreation and Girlfriends' Guide to Divorce to her current role on Good Girls, Retta can convey volumes with a single look, and she was impressed by Keith L. Williams, who plays her son. "Keith was a sweetheart-kind of the perfect child," Retta says. "I don't know if that's because his dad was on set, but that's my story and I'm sticking with it." And working with Howery was a treat. "It was my first time working with Rel, and he didn't disappoint," she says. "I love his stand-up, and now I love his improvisational skills as well."

Whether diverting attention with scenes as comic-relief Rod in Get Out, his arc on HBO's Insecure or as a pivotal character in Bird Box, Howery has, in the past several years, proven himself quite the multidimensional player. "Working with Retta and Keith was so much fun," Howery says. "Keith is a future TV and movie star who has so much energy that translates well on screen. I've wanted to work with Retta for some time now, and she is so funny. Can't wait for everyone to see us all on screen together."

Josh Caras
The Beanbag Boys' curiosity in high-school senior Molly is sparked when they see her kiss her cocky and wildly irritating boyfriend Benji, played by The Highwaymen's JOSH CARAS. While Molly wises up and ditches the college-age jerk, the boys eventually discover that he is their last resort in securing the contraband they need to get a replacement drone back in Max's house before his dad gets home. As they head to Benji's frat with an ill-advised plan, they discover themselves in a nest of asinine college guys.

Benji represents everything the kids do not want to become when they grow up. While, initially, he appears to only have eyes for Molly, the boys realize that he lives in suspended adolescence, caring only about himself and impressing his brothers at the house. Armed with a paintball gun and the hormonal fire of new adolescence, Max and his brothers-in-arms accidentally, and hilariously, take Benji and his boys down to size.  

Stephen Merchant
At one point in the film, the boys, in an effort to generate enough money to buy a new drone, attempt to sell a valuable Ascension gaming card on line. But with the potential buyer now arriving at the house, they worry that he might also be a pedophile, so they take the doll Thor found in his parents' hiding place-it's actually a sex doll, but they don't know that-and prop it up in an adjoining room. The plan is to pretend that the doll is Thor's mother. Into this walks the buyer, played by writer/producer/director/ actor Stephen Merchant. The filmmakers had worked with Merchant since their time on The Office, and they knew there was no other actor who could bring more life to this awkward character-a man who, it turns out, is also an expert on vintage sex dolls and ultimately becomes more interested in the doll than in the Ascension card he came to the house to buy.

"We wrote the part for Stephen," Gene Stupnitsky says. "He's one of the funniest people on the planet and a good friend of ours. Stephen around children is just insanely funny. The physicality alone? He towers over them. He's an adult amplified. There's that much more physical distance between them-from the way he looks down at them. His character is also so passionate about getting the card. He's weirdly on their level with what they care about."

Merchant and the filmmakers decided to wring every bit of comedic potential out of the bizarre scenario. "I had a conversation with Stephen when he came in for his fitting," says Lee Eisenberg. "It was so funny to do as deep a dive with character motivation that you would for one in a lead role-especially a guy who the kids think is a pedophile, and who is buying a used sex doll from a bunch of 12-year-olds."

The kids also got to enjoy working side by side with veteran improvisers like Merchant, whose character gets in over his head when he tries to make a business arrangement with the boys. "It was hard to keep a straight face when we filmed the scene with Stephen because he ad-libbed a lot," Keith L. Williams says. "I loved his accent."

Jacob Tremblay agrees with his on-screen bestie. "Stephen was really good at keeping a straight face," Tremblay says. "I don't know how he did it, but he did."

Merchant appreciates the odd assortment of thespian badges he achieved as a performer on Good Boys. "There were a lot of firsts for me working on this movie," Merchant says. "My first time acting opposite three teenage boys, first time acting with a goatee, first time carrying a lifelike sex doll. That sex doll was unbelievably heavy. I actually hurt my back lifting her. Sex perverts must have great upper body strength. Who knew?"

Aches and pains aside, he lauds the professionalism of the film's young leads. "I thought Jacob, Brady and Keith were all terrific," Merchant says. "What's great about working with kids is that they don't have the actor-y urge to question everything. A kid is not saying 'What's my motivation?' Lee and Gene don't have to spend 30 minutes discussing with Jacob why his character is wearing a gimp mask; he just puts it on and does the scene. You can't say that for most other SAG Award nominees."

As for being part of Eisenberg and Stupnitsky's foray into feature filmmaking, Merchant is proud of a point. "I've loved working with Lee and Gene since their days writing on The Office," he says. "Even after the script is finished, they are always striving to make something funnier, looking for an extra gag or bit of business. I just hope this movie isn't so successful that I can't get them on the phone anymore."

One-Scene Wonders
Casting the Cameo Roles
Lee Eisenberg and Gene Stupnitsky topped off the cast with collection of whip-smart comedic performers in cameo roles. "That was the goal," Eisenberg says. "We didn't have a ton of adult roles, so we tried to populate the film with the funniest people that we had worked with-people who wouldn't necessarily be able to work on the film for a few weeks but who could come in for a day or a day and a half. Even if they were in one scene, we knew they'd knock it out of the park."

These included Mariessa Portelance as Max's mom, Michaela Watkins as the drone salesperson at the mall, Matt Ellis as well-intentioned drama teacher Mr. K., and Sam Richardson as weary convenience store patron Officer Sacks. "People were excited to be part of Good Boys because the script was just that funny," executive producer Josh Fagen says. "We were lucky to find great people for the smaller roles."

This, though, added its own level of stress. For some of the cameos, the actors' presence on set was very much down to the wire. "I'm obsessed with Sam Richardson from Veep," Lee Eisenberg says. "He was someone we were taking forever to cast, and we were down to our last day of shooting. We were getting nervous but, at the last minute, we got him."

With all the cameos, it created an often-hilarious juxtaposition between the exceedingly well-prepared boy actors and the improvisational adults. "The kids knew their lines so well," says Eisenberg. "They'd have a 10-sentence monologue that was drilled into them like homework, a memory exercise. With some of our adult actors, every single take was different. For example, with Sam Richardson, we'd say, 'When you walk in, complain about your day being long for whatever reason.' Each time, he gave a completely different take that was fully formed and hilarious." In true Stupnitsky and Eisenberg fashion, even the one-scene characters got a full backstory. In Richardson's scene as Officer Sacks, for example, he makes a brief call to his life partner to express his disinterest in ever having children. We know nothing about the woman on the other end of the phone, but the filmmakers and Richardson did. "She's a detective, and he's a beat cop," says Stupnitsky. "There's a power imbalance in their relationship."

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