A holy grail for both cinephiles and rock and roll enthusiasts finally arrives on DVD this week in the form of Shout Factory’s superbly assembled The Decline of Western Civilization boxed set. The first two Decline films are essential artifacts of the late ’70s punk rock movement and the ’80s metal scene in Los Angeles; the third, made in the ’90s, is a sober chronicle of Hollywood’s gutter punks, homeless kids tossed aside by “polite” society. All three movies contain terrific concert footage of seminal punk and metal bands (including Fear, the Circle Jerks, and Faster Pussycat, among many others) and take a sympathetic yet brutally honest (and, in the case of Part II, often hilarious) look at both the musicians and their fans. Director Penelope Spheeris, whose work on the series has become a lifelong endeavor (she’s currently at work on a fourth installment) is both a supreme technician and a top-notch journalist; her impeccably shot concert sequences are models of the form, but the real power of the Decline series lies in its anthropological exploration of the behavior and values of three fascinating groups of American outcasts. I spoke with Spheeris and her daughter and collaborator Anna Fox on the eve of the DVD and Blu-ray release, the culmination of a thirty-five-year project.

Filmmaker: What was the starting point for the first Decline of Western Civilization? Were you already into that subculture and thought it would make a good movie, or were you a filmmaker looking for a subject who stumbled onto it, or was it something else?

Spheeris: I had graduated from UCLA film school and had a little company that did music videos, although you couldn’t really call them videos since we were shooting on 16mm film. I was always shooting music and was a huge music fan, and when I discovered the punk scene I cut my hair off and tore my clothes up and really got into the music. I was working with Albert Brooks at the time – I produced his first film, Real Life – and I was at kind of a crossroads. Do I go and hang out with these Hollywood guys who Albert knew – and he knew everybody – or do I go off and make this punk rock movie? Well, you know what I did.

Filmmaker: Back up a second. How did you go from UCLA film school to producing a feature for Albert Brooks?

Spheeris: I was friends with Lorne Michaels before he did Saturday Night Live. We would hang out when he came down from Toronto, and one day he said he was going to go to New York and try this TV show. He asked me to come, but none of us knew what it would turn into and I didn’t want to leave L.A. I ended up producing Albert’s shorts for the show though, and that led to Real Life.

Filmmaker: Okay, so you produced that and then instead of continuing down the more mainstream studio path you did this indie punk film—

Spheeris: And I was glad I did it because it was the most written about movie of that year. Nobody else was making movies about that music and that world.

Filmmaker: Did it have a decent theatrical release?

Spheeris: I remember meeting with the Mann brothers, who owned the Chinese Theatre, and they basically laughed me out of the building and said no one would ever go see this movie, because it was about punk and because it was a documentary. So I went across the street to what I think was called the Hollywood Theatre at the time, and they gave us one midnight show. So many people came that they had to shut down Hollywood Boulevard, but then we still couldn’t get a theatrical release because now the same people who said no one would come were saying too many kids would come and tear the theaters apart! So we ended up four-walling the Fairfax theater for a couple weeks and did okay – we didn’t get our budget back, but we made some money.

Filmmaker: The concert sequences are incredible given that you had what I presume was a limited budget. How did you get such great footage?

Spheeris: I learned a lot from my music videos, because we were always shooting live performances – we didn’t do concept videos back then. One thing I always did was shoot the guys during rehearsal in their stage wardrobe so that I could get a whole bunch of shots without the audience there. Then I would have two cameras during the actual performance — generally me on stage and a braver soul down in the pit — and between that footage and the stuff we shot during rehearsal I would have the equivalent of around ten angles to cut between.

Filmmaker: Sometime in between the first two Decline films you were offered Spinal Tap, right? Was that due to the Harry Shearer connection [Shearer was a cowriter on Real Life]?

Spheeris: Probably. I sat down with Harry and Chris Guest and this guy David Jablin and they pitched the idea to me. They had a treatment, and I looked at it and thought, this isn’t cool. I can’t make fun of this music. So I turned it down. Do I regret that I was stupid and didn’t get it? Yes! But Rob Reiner did a fantastic job.

Filmmaker: That leads to another question I had, which is how you felt about metal. I know you genuinely liked punk music when you made the first Decline, and I guess your answer about Spinal Tap indicates that you liked metal when you did Decline Part II.

Spheeris: Oh yeah, I can’t do a movie about music if I don’t like the music. When metal came along I grew my hair out and got extensions…I really bought into the scene. Not the loose moral aspects of it – I wasn’t raised that way – but I found the human behavior fascinating and I liked the bands, even though there was a kind of turf rivalry between metal and punk, just like there was a turf war with grunge later on.

Filmmaker: It seems a little bigger in terms of your resources than the first one. Aside from the slightly slicker looking and sounding concert scenes, you’ve got big names like Aerosmith and Ozzy and Poison…

Spheeris: I never thought we would get those guys. It’s a sign of the times, I guess, in that they weren’t getting twenty calls a day back then asking for interviews. We had more money than on the first one – Jon Dayton and Valerie Faris, who went on to direct Little Miss Sunshine, were the producers – but not a lot more money.

Filmmaker: Well, you got more money in between Decline II and Decline III, when you moved into the world of studio comedies with things like Wayne’s World and The Little Rascals.

Spheeris: I got Wayne’s World because Lorne…well, I don’t know if Lorne ever really thinks about these things, but I think he might have felt guilty that I was always trying to direct shorts on Saturday Night Live and never got one on the air. How many women did shorts on SNL? Nobody! But the other thing about Wayne’s World is that there weren’t that many directors that really had a handle on the headbanger thing – everyone thought it was ridiculous, but I only like the things that are ignored and/or considered ridiculous by the mainstream. I love the outcasts.

Filmmaker: That’s a good place to start talking about Decline III, which really gives a voice to kids – most of them homeless – who have been tossed aside by conventional society. What inspired the return to the Decline series after years in the studio world?

Spheeris: The Weinsteins. I did Senseless with them and they decided they wanted to rewrite and reshoot the ending and they really messed up the picture, in my opinion. I was distraught over it and a friend invited me to go up to Burning Man. I did, and when I was drinking a beer some girl spiked my drink with something. I had a total meltdown, and when the sun came up I said, “I’m not doing any more of these studio movies, the stress isn’t worth it.” It was a nice ride while it lasted.

Filmmaker: In the first two films your interview subjects were in bands or connected to them, but in Part III that’s not always the case. Where did you find the homeless kids that you ended up focusing on?

Spheeris: I found most of them just walking down the street. I would see them begging for money and just blindly approach them.

Filmmaker: And they would talk to you? I would think they’d be tough to get to open up.

Spheeris: I had a leg up because they knew my movies – not just Decline, but Wayne’s World and Black Sheep…they even knew Little Rascals. I would introduce myself as the director of those movies and they would talk to me. When I interview people, it’s as casual and nonchalant as you can make it – I don’t create an uptight situation. And I’m genuinely interested. I always ask people what I want to know.

Filmmaker: I’m embarrassed to admit that I didn’t see Decline III until this DVD set—

Spheeris: Don’t be. It never came out. The only way to get it released would have been to give up the rights to the other two, which I wasn’t going to do. It still wouldn’t be out if my daughter didn’t come work for me. Several years ago I asked her to work with me and she said she would on one condition: that the first thing we do would be to get all the Decline movies restored and out on DVD. I never wanted to do it – I wasn’t looking forward to having my life flash before my eyes, plus I knew it would be a ton of work.

Filmmaker: Well, let’s bring your daughter into the conversation. Anna, how many years did the project take?

Fox: It took about four years total, and two of those were spent just looking for the right distributor. The people at Shout! Factory were amazingly supportive and didn’t impose themselves on the process – they wanted my mom and I to have a hand in every part of it, which is what we wanted. Part of the reason it took so long to do this – aside from fear – is that Penelope wanted to do it right. People think it had something to do with music rights, but the music rights were all cleared in the original contracts thanks to the fact that my mom is a bit of a closet lawyer.

Filmmaker: What kind of restoration work was involved? What shape were the original negatives in?

Fox: The situation with the first movie was a total nightmare. The negative was being stored at a lab that went out of business, and when they closed down they put this ad in Variety saying, “if you have anything in our facility, you need to come get it.” Nobody saw that, of course, and when the lab shut down they burned the original negative.

Filmmaker: Oh my God.

Fox: Fortunately Penelope had a good clean print that she was able to make a new negative from. Then the major work became putting together all the extra features for the DVD. Once Shout! Factory came on board we would go to my mom’s vault and start digging out boxes and boxes of material that was on all kinds of different formats, including formats that aren’t even used anymore. Finding machines to play them back on was close to impossible. I have friends who collect weird music gear, so I would call them up asking if they had equipment that could play this stuff…I ended up borrowing a DAT player from Matt Sorum of Guns N’ Roses to listen to our audio tapes.

Spheeris: I gave up and quit several times. I just couldn’t do it – I’ve been throwing things in boxes for thirty years! Anna, poor thing, was stuck doing most of the work.

Fox: Finding all the elements was like a big puzzle, and then some of the material was so old that tapes literally wouldn’t even move – they were just jammed. But one smart thing my mom did back in 1987 was to set up a camera in front of her editing machine when she was watching dailies…she filmed all the unused takes, so we had all that extra material for the DVD. There’s a little flicker on it, but it’s the best we had.

Filmmaker: Going through all this material must have been interesting, since you were there the first time around, at least for Part II.

Spheeris: On Decline II my daughter worked in the office—

Fox: And everywhere else.

Spheeris: She was seventeen at the time and I felt terrible having all those guys around her, as you can imagine.

Fox: I remember one night we were filming one of the bands and I got into a fight. There was a girl that tried to put out a cigarette on one of my best friends’ faces, and when I told her to knock it off she went at me. It was self-defense on my part, but we got into a serious fight and security had to rush me out since I was with the production and not just part of the crowd.

Spheeris: She was also going out with Nikki Sixx—

Filmmaker: Who was going out with Nikki Sixx?

Spheeris: My daughter. Anna.

Filmmaker: Whoa.

Spheeris: How do you think I felt? Nikki told me he didn’t like it when I called him a 40-year old heroin addict. I asked him what part I had wrong [laughs].

Filmmaker: This has been a decades-long project for both of you that’s finally reaching its end. What’s next?

Spheeris: Anna’s got a new documentary and I’m working on Decline IV.

Filmmaker: Great. What’s the focus of that one?

Spheeris: Everybody’s got a camera these days, Jim, so I’m trying to keep it under my hat until it’s completed. If I die before it’s done, Anna has to finish it.

Jim Hemphill is the writer and director of the award-winning film The Trouble with the Truth, which is currently available on DVD and iTunes. He also hosts a podcast series on the American Cinematographer website and serves as a programming consultant at the American Cinematheque in Los Angeles.