A Spoiler-Filled Discussion About Making Clerks III With Stars Brian O'Halloran And Jeff Anderson [Exclusive Interview]

"Clerks III" arrives on 4K UHD, Blu-ray, and DVD today, bringing the emotionally charged comedy sequel home so you can enjoy a laugh and shed a tear over and over again. Inspired by writer/director Kevin Smith's real-life brush with death, the movie may be more intimate and personal than any other film in the director's career. But even beyond that, "Clerks III" acts a nostalgic reflection upon the franchise that gave Smith the legacy in pop culture that he continues to this day. Brian O'Halloran and Jeff Anderson have been there since Day 1 playing the titular workers Dante and Randal, and now they're here at what may or may not be the end for these characters. 

In honor of the home video release of "Clerks III," we had a spoiler-filled discussion with the franchise's stars to find out as much as we could about making this emotional chapter in Kevin Smith's filmography. Plus, we talk a little bit about the version of "Clerks III" that didn't make it in front of cameras, whether they'll continue working with Smith, and there's even some hopeful chatter about reviving the short-lived "Clerks: The Animated Series."

This interview contains spoilers for "Clerks III" and has been lightly edited for clarity and brevity.

To begin with, what was it like reaching back nearly 30 years to recreate these scenes from the original "Clerks" after all this time? Did you guys still remember your lines? Was it hard to pick it back up?

Anderson: I didn't remember my lines back in '94, so there's no way I remembered them in 2022. [laughs] Yeah, it's a pretty trippy experience. I'd read the script, and you would always learn your lines and stuff from the script, but what's weird is, I just sort of bypassed the scenes where we're recreating stuff from "Clerks," thinking, "Oh, I'll just know how to do that." But it was amazing to find out that I still didn't remember the dialogue, and I sort of didn't remember the actions of it. So it was a pretty trippy experience.

O'Halloran: It was more of framing the shot. We spent more time framing the shot than having to really relearn the dialogue. So it was more like, "Okay, Brian, move a little over this way, now put the Yoohoo bottle here. Okay, now remember when you moved and when you said the such and such line, you tilted your head this way." It was that kind of thing. It was fun though, and absolutely trippy. We would look at a tablet or a phone that had "Clerks" on HBO Max, at the time, to literally frame up the shot, and then you'd see it next to the monitor, and it was really, really trippy.

This might be a question that I don't know if you'll be able to answer, but was there ever any discussion about using the scenes recreated as you shot them for "Clerks III" as opposed to using the actual scenes from "Clerks" and "Clerks II" for that montage of Randal's movie at the end?

O'Halloran: I think Kevin's plan was to utilize what we had already shot for the finished product. I don't think shooting it and interspersing it with the other film would've done this script justice.

We're going to be running this much later, as the movie arrives on home video, so major spoilers are totally allowed. We're not going to ruin anything for anybody. So, Brian, I wanted to ask, when did you first learn that Becky was going to be dead in this movie? That seems like a shocking thing, especially since it's right out there in the beginning of the movie.

O'Halloran: Well, there was a version of "Clerks III," that was from eight years ago, that was dark as well. That was dark in general. In that script, there was an incident with Becky in that — later in the film, though. While here, up front it was sad, but to hire Rosario Dawson to be in a full-length movie was not economically feasible, because she's now a supersonic star, and a Jedi Knight for that matter. So the way that [Kevin] used her time in a very economic way was, I thought, brilliant. It was a good script mechanism to have the character there, yet not have to be there for the entire film shoot.

Speaking of Rosario, obviously things have changed a lot for her, career-wise, since she's now Ahsoka Tano in "Star Wars." Did that make working with her any more intimidating, especially since, I assume, you were actually a "Star Wars" fan?

Anderson: Yeah, Rosario has got such a big head now that she's in the "Star Wars" world. [laughs] No, Rosario is probably the most down to earth, normal person there is. For me, I didn't really work with her on this one, but she was on set, and I met her and hung out with her, but she seemed no different to me.

O'Halloran: Yeah, absolutely, so amazingly cool of her to lend her phenomenal acting talents. For me, to play opposite her as I did, she gives so much as an actress, but also just as a person. It's always cool seeing her.

You mentioned that original draft for "Clerks III," where they did that single table read as a live show and that was it. Was there anything else from that script that you would've liked to have seen in this version of "Clerks III" that ended up coming together?

O'Halloran: There was a premise of this movie "Ranger Danger" being released in the first version. I would've loved to have seen some sort of play on what happened with that "Ranger Danger" movie, but that's about it. To be honest with you, Kevin cherry-picked the really good, funny stuff from that first version of the script, and it did wind its way up here in this script.

Jeff, I was wondering, correct me if I'm wrong, but I believe you were hesitant about doing "Clerks III" initially, right?

Anderson: Jeff is hesitant about doing every "Clerks" movie. From '94 to 2022, Jeff is hesitant.

[laughs] So what was it about this version of "Clerks III" that made you reconsider? I'm sure Kevin's brush with a heart attack probably had something to do with it, but what else made you want to come back?

Anderson: It always kind of comes back to the same thing. When it came time to do "Clerks II," I just felt like "Clerks" wasn't exactly screaming for a sequel. "Clerks" sort of became what it became, and I thought, by doing another film, we could only screw it up. I did like the script for "Clerks II." I thought it was funny. Decided to just go ahead and do it. And then at the end of "Clerks II," I thought, "Okay, we wound this up in a very nice way. We've tied a nice bow on it. We got away with it twice. We should not press our luck here."

But like I said, or like Brian said, there was a different version of the script that I didn't think needed to be made, and I ultimately didn't go forward with it. But this script felt a lot more personal. I thought the story of it was a cool thing. I don't know that it's ever been done, that somebody has recreated a movie in a movie like this, a 30-year old movie. It really struck me as a novel idea, and because it was based on Kevin's life, and Kevin was so excited about doing it, that was a much easier sell.

Obviously, since you were hesitant to do "Clerks III," and this one I think puts even more of a bow on the "Clerks" series as a whole, do you feel like this really would be it for Randal? Do you feel like the story's over, or would you consider coming back if Kevin comes up with something?

Anderson: I long ago said that this would be the last one. However, I've decided, and I pitched this idea to Kevin, that if Randal buries Dante in the pet cemetery and Dante comes back, I'm in. "Clerks IV," I'll do it.

[laughs] Perfect.

Anderson: That's exactly what I'm looking for.

Brian, you've collaborated a lot more with Kevin throughout his career i addition to having your own acting career outside of his universe. Do you have plans to keep doing stuff with Kevin in the future? I think I read something about you being involved with what will hopefully be "Mallrats II."

O'Halloran: Yeah, when the idea was first pitched for "Mallrats II," he had reached out to me about it. So yeah, I can't wait to see that script. To get back together with that gang again is going to be fantastic. Working with Jason Lee, and [Michael] Rooker, and Ethan Suplee, it'll be a lot of fun to get that gang back together. So definitely would work with him again. If Kevin would want to do an animated version of "Clerks" again, all of us, including Jeff, would definitely want to do that as well, because that's simple enough. You don't visually see our decrepit bodies anymore, but we could still get the voices tell the jokes as we love to do.

Yeah, I'm glad you brought that up because the "Clerks" animated series, obviously, was short-lived, but man, I love that. I have it on DVD too, that's how much I love that show, so I would love to see it come back. Has there been any discussions about that happening, or is just kind of a hope at this point?

O'Halloran: On and off. The original version in that visual art style is owned by Disney, so that would have to go through Hulu. I think Kevin had his agent reach out to them a couple years ago about it. Once Justin Roiland put out "Solar Opposites" on Hulu, he's like, "Wait a minute, if you're going to look for something like that, I've got something that's ready to go. You don't have to do any pre-production, we'll just start recording." But they were like, "Yeah, we good." And they didn't get back to him. So we'll see. We'll see after the fact that "Clerks III" has done really well so far, maybe they'll see that there's an audience for the animated series yet again.

Yeah, I hope they reconsider. Circling back to "Mallrats II," because of the success of "Clerks III," that has some more steam moving forward. Is there a plan to shoot that sometimes soon?

O'Halloran: From what I've heard from Kevin, from different Q&As where people have asked that question, he says yeah. It gives it more life to start sooner rather than later. I know he's been writing this other script about these kids in 1984 that go to a movie theater. He may be shooting that ahead of "Mallrats II," but it's something that, when there are people ready to go with "Mallrats II," then we're ready.

Jeff, is that something you would want to get in on? Has Kevin asked you to join the "Mallrats" franchise?

Anderson: Yeah, I would always like to work with Kevin again. "Mallrats II," it's never been talked about, but I think it would be funny in "Mallrats II" to have Randal randomly just walk by, and to Brian's character, be like, "Hey Gil." "Hey, Randal." And that's it. Never discuss it, never bring it up again. Just a random sort of thing to tie the universe together. Not even make it a scene, just a throw away.

O'Halloran: I do like that.

Anderson: I think that would be really funny, and I would definitely do that.

A random question for you, Jeff, because this didn't seem to be explained anywhere in the movie, as far as I could tell. There's a scene when you are recreating a scene from "Clerks" in the video store, and it looks like you're wearing some fairly heavy eyeliner.

Anderson: Yeah, that was actually a joke from the original "Clerks." When we shot the original "Clerks," obviously none of us knew what we were doing. We had a makeup girl that was probably a college student or something. Brian probably knows this better than I. She was probably from the cosmetology school or something.

O'Halloran: That's exactly right.

Anderson: None of us knew about black and white film. I don't know if it was this girl's idea, but it was this girl who was like, "Well, you have to put a lot of makeup on because it's black and white." So that was one of the first scenes that we shot in the movie. So in "Clerks," if you go back and look at it, I look like Robert Smith from The Cure, I had so much eyeliner on. So that was definitely an on-purpose thing that we did just to give each other a good laugh when we recreated the scene.

[laughs] That's great. I've seen "Clerks" so many times, and I don't think I've ever realized that before. That is a true deep cut.

Anderson: Yeah, you'd have to go back and look at it. It's not as pronounced as it is in "Clerks III." That was more done sort of just to give us all a good laugh.

This is a question that's probably just for me and like five other people, and it's an even deeper cut. Have you guys and Kevin ever talked about doing another Randal and Dante short film like "The Flying Car" from back in 2002?

O'Halloran: With Kevin, you never know what comes his way. He gets pitched by different companies to do things for them. Who knows? If he says, "Oh, I have a story that could pitch your hemorrhoid cream. It's about Dante and Randal." That's literally how "The Flying Car" happened. The Ford Motor Company wanted to have an inspirational video to show all of their engineers for their yearly gathering. They came to Kevin, he wrote this piece. And they were like, "What's this with the Nazi doctor, and diddling your penie, and cutting your foot off? Yeah, no, we don't need this. Thank you very much." But Jay Leno was kind enough to let Kevin actually shoot it and air it. So whether Kevin wants to think of something, I'm sure we'll see.

Shifting back to "Clerks III," the ending of this movie is supremely emotional. I think it's easily the most emotional thing that Kevin has done as a filmmaker. Brian, what was your reaction to seeing this ending for Dante, and what was the process like of preparing to do something like this?

O'Halloran: Well, it's based on his own experiences, but in this case, there's no recovering from it. The fact that he did it so beautifully, that he was able to tap into someone's pain, who had loss for so long. So putting the work in, then feeling like, yeah, this might be the last time I play this type of character, I wanted to give the proper respect for both the writer's words, the character who it represents, and, for me as an actor, to put in the work to just give it the respect it deserves. And that's the result of it. That was the ending. The last things that I say are pretty much the most work I put into any of the scenes. It was that scene, especially, but also the scenes with Rosario, because you don't want to disrespect people who've gone through that. You don't want to disrespect pain that people do go through every day in missing someone they've loved.

How about you, Jeff? Because the scene when Dante does ultimately pass away, that's definitely the most emotional we've seen you get in the entire "Clerks" series. What was that like for you to prepare to do?

Anderson: Yeah, I kind of had an inclination that it was going to be a little more emotional, even before I read it. It was something that happened after "Clerks II." We had shot that jailhouse scene in "Clerks II," where these guys have an emotional beat, where it's like, "We should buy this store." Kevin has always said, "I love it when these characters fight." I don't know what it is, but he loves it when they fight. But after "Clerks II," he was always drawn to that emotional scene, and he sort of gave a flavor of that with "Clerks III," his very early pitch of it was like, "I sort of want to build on seeing these characters a little more real." So I kind of had an inclination that it was coming, so I was sort of prepared for it, I guess, going into it is what I'm trying to say.

Right on. Well, thanks guys, it was great talking to you. I've loved the "Clerks" movies for a long time, so this was just a real treat.

Anderson: Thank you so much.

O'Halloran: Thank you.

"Clerks III" is now available on 4K UHD, Blu-ray, DVD, and Digital.