The Improbable True Story of How ‘Clerks’ Was Made

In 1992, Kevin Smith wasn’t sure what his path in life was. He had dreamt of writing for Saturday Night Live, skipping Shakespeare and psychology classes at The New School to sit around at 30 Rock, hoping that Lorne Michaels would notice him. That dream didn’t pan out, and Smith ended up dropping out of college after his first semester. But a job as a clerk at a conjoined video store and Quick Stop in Leonardo, New Jersey opened more doors than he’d ever imagined. It became the setting for Smith’s indie hit Clerks, inspiring generations of aspiring filmmakers with its story about Dante (Brian O’Halloran), a retail clerk who has a tedious day at work when he’s not even supposed to be there.

After watching Richard Linklater’s Slacker, Smith made the fateful decision to apply for the Vancouver Film School, where he befriended longtime producer and collaborator Scott Mosier. Four months in, Smith quit school a second time, reasoning that making his own film was a better use of money. He faced challenges along the way, including a nor’easter that delayed shooting, a budget of only $27,575 (including a check he’d gotten from FEMA for storm-related property damage), and a poorly attended premiere. But the obstacles didn’t faze him. In 1994, Clerks was purchased by Miramax at Sundance and won two awards at Cannes, grossing $3.2 million at the box office and turning Smith into an overnight outsider hero.

Smith didn’t just create one of the most successful indie films of the 90s. Drawing inspiration (and actors) from his wider circle of acquaintances in New Jersey, he created his own cinematic world, View Askewniverse, with intertwining stories and characters that would form the basis of his subsequent films. In honor of Clerks’ 25th anniversary, we spoke to the cast and crew—including Brian O’Halloran (Dante), Marilyn Ghigliotti (Veronica) and Kevin Smith himself (Silent Bob)—about the films’ chaotic origin story .

Vancouver Film School

Kevin Smith: The first day of film school, this pretty-boy type who looked like Luke Perry with a leather jacket, total 90210, was sitting in the classroom. I hated him. Fucking poser. I was wearing a Spike Lee Malcolm X hat—talk about poser—and Silent Bob’s coat. I’m from New Jersey with a chip on my shoulder, like, “I know about art; I don’t know about these people.”

Scott Mosier [“Snowball,” producer, co-editor]: I remember there was an orientation day, and I had just come from LA, where I had been going to school. I didn’t want to be there anymore, so I applied to this school because I had lived in Vancouver. I looked a bit more LA, and Kevin was wearing a trenchcoat. It was like, East Coast, West Coast—all these [opposing] surface qualities. We were all sizing each other up, and we ended up sitting next to each other in one of the classes. We started talking about Film Threat Magazine, and that was sort of the beginning of us seeing all the things we did have in common.

Smith: While I was at film school, I started writing Clerks. The first scene that I wrote was Randal talking to the customer, where he was like, “I don’t appreciate your ruse.” I knew I was wanting to leave film school; I was about four months in, it wasn’t what I thought it would be, and I asked the guy who ran the school, “Hey, if I drop out in the halfway mark, do I get my tuition back?” He said, “Yeah, but if you drop out one day after the midway mark, we keep all your money. ” It was a week away, so I had this week to make this decision. I’m like $5,000 bucks [into] my tuition. I’d rather save my money and put it into my own movie at home, because I don’t have $5,000. So I told Mosier, “I’m gonna go home to New Jersey and write my script for a movie, and you write your script for a movie. If you’re done first, I’ll come out, help you make a movie in Vancouver. If I’m done, you come out, help me make a move in New Jersey.”

Mosier: He wrote Clerks, and I don’t even remember what I wrote, but it would have gotten us nowhere. For some people, it takes a long time, and Kevin had a distinct voice that just cut through immediately.

Smith: I went home and started writing fucking Clerks. I first went back to [Quick Stop and RST owner] Mrs. Topper, because I was coming home four, five months earlier than scheduled. She’s like, “What are you doing here?” I said, “I’m done with school. I was hoping to get my job back, but you gotta let me shoot a movie here.” And she was like, “That’s fine.” I took shit that happened in real life, changed the names, and stuck them in a movie.

The Script

Smith: I’d hear stories about Jason Mewes. He was the local kid in town who’d break windows and get in trouble. Like, “There’s that Jason Mewes—I heard he fucked a dog.” So [people] were talking about how clever and funny this fucking kid was, and then one day, we’re going to a comic book show in the city, and I show up at Bryan’s [Johnson, Smith’s friend] house and Jason Mewes was there. I was like, “What the fuck’s this kid doing here?” And Walter [Flanagan, another friend] and Bryan were like, “We’re going to take him with us.” I was like, “I’m not fucking driving some minor across state lines—no way, man.” And then Bryan goes, “I’ll drive; we’ll take my car.” And Mewes is like, “Shotgun!” And I was like, “I hate this kid already.”

I sat in the back the whole ride up, and he’s just sitting in the front, making funny voices and saying all this shit, and the boys are dying laughing. And I was like, “He ain’t so fucking funny.” I was their new, funny friend, and they had a newer, funnier friend, and I felt threatened by that.

[After the trip], Mewes started showing up at my house. My mother would say, “That dirty boy is outside knocking.” I’d look outside, and it was Jason Mewes. I’d go out to the door, like, “What do you want?” and he’d be like, “What are we doing today?” And I’m like, “What do you mean? We don’t hang out. You and I are friends of Bryan and Walter, but you and I aren’t fucking friends. If they’re not around, we don’t do anything, capische?” And he was like, “So yeah, what are we doing today?” So I inherited him.

I’d always say to him, “You’re fucking funny. I wonder if people outside Highlands would think you’re funny.” And he’s like, “I went to Atlantic Highlands once, and someone laughed at me.” “Alright, but I wonder if someone outside of Monmouth County would think you are funny.” When I realized I wanted to make a film, I was like, “I’m putting Jason Mewes in this fucking movie.”

Jay’s part, of course, was written for Jay, and then I wrote a part to stand next to Jay, because it would be weird if he was just monologuing about himself. Mike Bellicose, who’s one of my high school friends—I wrote the part [of Silent Bob] for him. Because the kids who sold weed outside the store after high school—there’s one who’s got the weed, and the other’s just his muscle sitting next to him, his buddy. So I was like, “Oh, I’ll turn Jay into one of those kids that lean on the wall in front of the store and sell pot,” something Jay didn’t do in real life.

I wrote the part based on how Jay speaks, his inflections, his mannerisms, his own quotes. I handed him the script, and he was like, “I don’t know if I can do this.” I was like, “It’s you! It’s all the shit you do—how could you not do this?” And we spent a month teaching Jay how to be Jay, even though that’s what he was in real life.

Smith: [Before I started writing Clerks,] Ed Hapstack [who plays Sanford] stole a wig and gave it to Walter. He put the wig on backwards, so the back was in the front, and we ran into some girls Ed knew. And Ed was like, “This is my cousin Olaf. He’s from Russia.” And Walter is not talking—he’s like, “Da.” And then he’d make up words like “skrelnick” and shit, and they’d be like, “Oh my God, he’s from Russia?” So we did that for a day and made up a song for it: “My love for you is like rock berserker.”

When I wrote the script, I included it because I thought Walter would find it funny. I never thought for him to play Olaf, so John Henry Westhead wound up doing it. He was one of the people that came in through auditions [at the First Avenue Playhouse in Atlantic Highlands] .

The Auditions

Smith: My friend Ernie O’Donnell, who I went to high school with—he was the only actor I knew, so I had written the part of Dante for him. But Ernie couldn’t play Dante. I tried to say, “Dante has to be a schlub, like me.” And Brian [O’Halloran] is definitely a fucking schlub.

Brian O’Halloran [“Dante”]: I went down [to the Playhouse] on a Monday night and asked Vincent Pereira, who was video recording the auditions, how many principles there were. He said, “There were six, but they were already cast. We’re just casting for day players, background talent—stuff like that.” So I went up there, auditioned, and [Kevin’s] like, “Oh man, that was a killer audition. I wish we had a villain in this movie, because you’d be perfect.” A couple of days later, I heard from him. He said, “Hey, I’d like you to come down and read some more for me.” It was just me and Kevin at the Leonardo rec center, and we read this scene about the independent contractors on the Death Star. He was like, “What’d you think? Do you want to do this?”

Marilyn Ghigliotti [“Veronica”]: I found out about the audition through the community theater grapevine, and they wanted a monologue. The monologue I did is from a basic monologue book—something that, to this day, I feel is very close to what my feelings are, in feeling invisible to the world.

O’Halloran: The next time we read was with Marilyn. We had almost like a chemistry read—[Smith] not knowing we had worked together before. He liked our chemistry together. The rest is casting history.

Ghigliotti: I first got to know of Brian in about 1991, when I went to see Dracula [at the First Avenue Playhouse], and he was playing Renfield. I was very impressed with him, so I auditioned for a role in Wait Until Dark, and he was cast in that [too].

Smith: Jeff [Anderson, “Randal”] came [at one point] just to see what the fuck was up—not because he wanted to be in this movie, but because he knew a lot of our friends were going to be there. While he was there, he was like, “Eh, I’ll audition!” and I was like, “Great, did you bring anything?”—because we’d told everyone to bring a prepared piece. But he didn’t have a “scenes for actors” book. Mewes was supposed to show up, but he didn’t, so I was like, “Why don’t you read this part [of Jay]?” He was nervous because there was a lot of cursing and shit. But he had something. I liked his presence!

Mosier: Somebody else was maybe going to play the part [of Willam “Snowball” Black], but they were like, “I don’t know if I want to be the guy who eats his own cum.” But I didn’t care, and I was there.

Smith: All we were missing was a Caitlin. So I go to this acting class that I’m not a part of, watching people do scene studies, and Lisa Spoonauer, who I didn’t know at all, was the most impressive in the room. After the class was over, I followed her out to the parking lot—that sounds so fucking nefarious—and I was like, “This is gonna sound so fucking weird, but I’m making a movie, and I think you’d be perfect for it.” She was like, “What is it—porn?” And I was like, “Why does everybody say that? No! It’s not! I’ve got a script! Would you wanna read it?” Two nights later, she called: “Hey, I read your script. It was funny. Let’s do this.”

Scott Schiaffo [Chewlies Gum Guy]: I think one of the biggest myths over the years has been that everybody in that film was either a friend or a relative, which really isn’t that true of the leading cast. Brian, Marilyn, Lisa—they didn’t know Kevin personally. And I just answered an ad.

Smith: We had people we got through auditions. We were like, “You gotta come to the store at two in the morning on a Wednesday night,” and they wouldn’t fucking do it. We had to shoot that scene, so we’d be like, “Walt! You do these two lines! Put this hoodie on! Nobody will see your face!”

My mom was one of those people as well. She plays the milkmaid. I called up my mother around 2 a.m. and was like, “Mom, the person who’s supposed to be here isn’t here. Can you come down?” And she was like, “Ugh, I’m in bed,” and I was like, “Please, mom, we have to shoot this tonight. You don’t have to do anything; just look at the milk, shake your head. You do that all the time anyway at Cumberland Farms; you always make us look for the latest date of milk.”

Filming on a budget

Mosier: The film was our baby, but also it’s film, so it’s an investment. If it gets messed up, or developed improperly, or gets all burnt, we’re screwed. As much as it was fun that we didn’t know what we were doing, that was sort of looming over my head the whole time. I was shit-ass panicked that when we got the sound and the picture back, it wasn’t going to sync up. We weren’t doing dailies. We didn’t have enough money to shoot, sync everything up, watch it, and then go the whole day. I was panicked that I was going to sit down and do it and it was all going to be screwed.

Smith: I reached out to my parents at one point and was like, “I can’t charge the camera—I need $3,000 cash. Can you help?” My parents were fucking broke, but they took all their savings, which was $3,000. That’s how we got the equipment. My dad was like, “Literally, I can’t retire for another 10 years if you don’t give us that money back.”

Mosier: We’d stay up all night and smoke cigarettes and eat Fig Newtons and drink coffee. Nobody was eating real food. It was really fun. We were blessed by ignorance. If there was anyone on that set who actually knew how to make a movie, it would have warped the whole experience, because someone would have been like, “What are you doing? This is unorganized, and there’s no schedule, and you’re making it up as you go along.” But for that movie, it needed to be that way. It was a movie that if you made it the wrong way, I don’t think it would feel as sincere.

Smith: I remember I wanted to hire John Thomas, who was the cinematographer of Whit Stillman’s Metropolitan. I saw an ad for him in the back of an old indie magazine, and it said you can rent him as your DP with a full camera package and lights for like a thousand bucks a week. I was like, “This motherfucker fucking shot Metropolitan—I paid to see that movie in the theater!”

Mosier’s point was: “If we bring in somebody who knows something, we’re no longer in charge.” He was like, “Remember Dave Klein?” I was like, “The kid? The high school kid in our class?” “Yeah, Baby Dave. He’s a DP. He’ll come out and shoot. He’s young like us.” Suddenly, Dave was going to shoot the movie, and this was like one year after we went to VFS, so Dave was, like, 19. He was still a teenager when we shot the movie. That’s a key element.

O’Halloran: We all had nine-to-five jobs. Marilyn worked at a salon. I worked at a manufacturing plan that did housewares. I lived about an hour away from the store, so I would work from nine to five, get home, sleep from five until about 9:30 at night, get up, shower, shave, get myself a bite to eat, get down there by about 10:30 or 11, [and] “get into costume.” A lot of the times, I left my house in the Dante outfit. The film takes place over one day—I wore the same thing every day.

Schiaffo: I’m pretty sure that when I was there for my actual scenes, there were people who came in and didn’t realize what was going on—actual stoned-out customers. They just thought the store was open and had no idea.

The Premiere

Smith: I went up to the Independent Feature Film Marketplace [the week of the premiere]. I read about it in the Village Voice, because Richard Linklater had went there with Slacker as a work in progress. Amy Taubin wrote about it in 1991. I read that article and it was a treasure map. It told me exactly what he did to get to Slacker, so I was like, “I just have to follow these steps, and I’ll make my Slacker.”

Mosier: [Smith] and I end up wandering around the IFFM all week, like, “Yeah man, we’re going to build up all this publicity and attention, and by the time Sunday pops up, everyone’s going to be [at the Angelika Film Center for the premiere]!” We didn’t know until after the fact—somebody was like, “Oh man, Sunday at 11 is the shit screening. It’s the worst screening.” So we get to the screening, and nobody’s really there. Kevin was mortified.

Smith: The IFFM was meant to be everything and turned into absolutely fucking nothing. For the first 15 minutes of Clerks, I was mortified. I remember watching the movie, being like, “Why does everybody keep cursing? I’m never going to be able to show this to my parents! And it looks like it was shot through a glass of milk!” The grain on the film was the size of golfballs, nobody was there, and I was like, “I’m fucked! Why did I think I could do this?” I essentially had a panic attack breakdown while the film was on.

[When it was over,] Scott Mosier was talking to this guy, who was chuckling throughout the movie. Afterwards, he says, “That bald guy says we should submit to Sundance.” And I was like, “We can’t do that. We gotta have colored film and movie stars.” And he said, “No, he says we’d be perfect for that.” And I said, “Who is that guy?” And he said, “I don’t know; he gave me his card. His name’s Robert Hawk and he works for a company called ICI.” I was like, “Well, I’ve never heard of that.”

Mosier: Word of mouth [around] the movie and how people needed to see it starts to build, unknowing to us. We were still living in the narrative of, “We’re fucked. It’s over. Good try, kids.”

Smith: The phone rings the next morning: “Hi, it’s Amy Taubin. I want to talk to you about Clerks.” I said, “Yeah, right—who the fuck is this? Bryan [Johnson] put you up to this?” And she was like, “No, it’s Amy Taubin. I heard about your movie and I want to talk to you about it. I heard it was the undiscovered gem of the marketplace.” I was like, “This shit ain’t funny,” and she was like, “I’m serious. Nobody has ever doubted me for saying who I am. I got a number for View Askew Productions, I called it, the guy said he was your father, he gave me this number, and I called it.” I was like, “You talked to my father? I have an article you wrote about Richard Linklater, framed, sitting right here next to the phone.” And she goes, “Well, this is going to be the best interview I’ve ever done, and I want to see this movie.”

[The same day,] Peter Broderick [programmer of the New Directors, New Films Festival at MoMA] called. I was like, “Who told you about this movie? Nobody was there!” And he goes, “There’s a man named Bob Hawk who was there. He’s a very influential person in indie film. Do you know The Times of Harvey Milk? Bob Hawk worked on that. He’s been telling everybody about your movie.” And I was like, “Can you get me this man’s number? I gotta thank him!”

So I finally spoke to Bob Hawk, and I was like, “Who are you? How did this happen?” He was like, “I’m sitting at home and I’m looking at the catalog, and the photo that you included with Clerks was so sad and pathetic. It looked like it was taken by somebody’s mother. My heart broke for this little movie, so I said, ‘I’ve got to go; nobody’s going to go see this movie at 11 on a Sunday!’ I’ll be honest with you, I made a great decision. That’s everything that film should be. It’s outsider art! Have you ever made a movie [before]?” I said, “No,” and he said, “That much is clear! But it really holds together, and I had to tell everybody about it! I told your friend you should submit to Sundance.”