Laughs, tears, and a donkey show: Kevin Smith and his Clerks III cast on 29 years of Quick Stop insanity

"I would love to go back and show young Kevin Smith where it goes," says the now 52-year-old Kevin Smith, talking about his 1994 directorial debut Clerks and kicking off an imaginary conversation with his earlier self. "Your one idea has so much f---king gas in it that we go three decades — three decades! Good luck to you, my friend, you won the lottery."

Filmed in 1993 at the New Jersey Quick Stop convenience store where the writer-director then worked, his first movie introduced Brian O'Halloran's counter clerk Dante Hicks, Jeff Anderson's wisecracking video store employee Randal, Jason Mewes' drug-dealer Jay, and Jay's best bud Silent Bob (Smith himself). Shot for a mere $27,000, the bawdy black-and-white comedy premiered at the Sundance Film Festival in 1994, becoming a sensation when it was released the following October.

An important and inspirational part of the mid-'90s independent film boom, Clerks propelled Smith to a major directing career, one that saw him helming such movies as 1995's Mallrats, 1997's Chasing Amy, 1999's Dogma, 2001's Jay and Silent Bob Strike Back, and 2004's Jersey Girl before the filmmaker returned to the Quick Stop for 2006's Clerks II. The latter found Rosario Dawson and Trevor Fehrman joining the fun, and is one of the few non-porn films to feature someone having sex with a donkey as a major plot point.

JOHN BAER/Lionsgate Trevor Fehrman, Brian O'Halloran, Rosario Dawson, and Jeff Anderson in 'Clerks III'

Now Smith has regrouped his franchise regulars for Lionsgate's Clerks III, a film directly inspired by the writer-director's 2018 heart attack.

"I wanted to tell my heart attack story with my characters," the filmmaker recently told EW. "So Randal, the video-store guy, has a massive heart attack. While he recovers, he laments that he's wasted his life watching movies and never thought about making one himself. Randal and Dante essentially make their own version of Clerks, a black-and-white movie called Inconvenience. It's incredibly meta. The snake really eats its own tail, swallows itself, and s---s itself out, and that is Clerks III. You can put that on the poster!"

Ahead of the film's arrival in theaters, we asked Smith, Anderson, O'Halloran, Mewes, and Dawson to reminisce about making the three Clerks movies. Here are their recollections.

Clerks (1994)

KEVIN SMITH: I still, to this today, don't understand where young Kevin Smith had this unearned confidence to think that he was going to make a movie. I still marvel at him. He's a little astronaut who shot us into space. I was that kid, and to this day, I can't figure out why I thought I could do it. The nearest I could point to was Richard Linklater. When I saw Slacker it was like, well, if he could do it and he was in Texas, then I could do it in Jersey.

Brian [O'Halloran] was the one with the most experience. He'd worked in community theater and done plays. And what Jeff [Anderson] had going for him — he was the class clown, he was the guy in the back who was funny, snarky. It was just enough performance level that everyone needed to get to where we had to go. Any more and people would be like, Oh, it's fake, it's a movie. Clerks has this benefit of sometimes people thinking: Is it a documentary?

JEFF ANDERSON: Immediately, when I think of the first movie, I just think of nerves. I had never acted before, not even in a high school play, so that was the big thing.

JASON MEWES: I agree with Jeff. I had the same nerves. So much so that I would ask people to leave the store. I would be like, "Hey, can everyone wait outside while I shoot this scene?" Or if I was outside, ask people to go in. So that really stands out to me, but also just thinking, like, Oh, this is something we're doing for fun.

SMITH: I had very little directing experience, so we were all in the s--- together. We spent a month rehearsing at Quick Stop on location, rehearsed it every night like a play, from top to bottom, and just did the entire script. So by the time we got to shoot, for our 21 days, we were seasoned, we could have done it as a live performance, because we wanted to keep the take ratio down. I didn't want to spend a lot of money on multiple takes.

When we made Clerks, it was late at night while the place was closed from eleven o'clock til six in the morning. People would come in and buy s--- while we set up for the next shot, and look around, and go, "You guys making a porno?" and then leave.

ANDERSON: Back then, we couldn't afford a lot of film, so things had to be done in one or two takes, and that was, for me, very nerve-wracking. I think as the films have gone on, my nerves have settled a little bit, so I feel a little more relaxed. But always with the first film, I immediately think of how nervous I was the entire time.

SMITH: Jason Mewes, he's grown as an actor. Now he actually knows how to play Jay. Back then, he was like a human puppet where I'd stick my hand up his ass and be like, "Snootch to the nooch!"

MEWES: I had no idea that it was, like, Hey, when we're done with this, Kevin's going to bring this to film festivals, and it would be bought by a studio, and then maybe we'll do another one. I thought it was like a bunch of friends making a little fun thing and that was that. So I always think of those two things: how nervous I was and how it just really changed everything.

Clerks II (2006)

SMITH: Part of the reason I keep making these Clerks pictures is because young Kevin Smith was a big fan of Clerks and he never dreamed there'd be more than one.

ROSARIO DAWSON: I love Kevin. It's so interesting — we all came up at the same time, When Clerks was coming out, that was Kids, that was El Mariachi, Robert Rodriguez's first film. I've really looked at a lot of the filmmakers of that time, and that was my list of people I wanted to work with. Kevin was one of them. It was an independent filmmaking moment that I thought was just really cool and provocative and interesting: what people were doing with this technology that was becoming available.

BRIAN O'HALLORAN: I believe Kevin has said, when he asked [Rosario], "Why did you say yes to this film?" she had a genuine answer, which was, "I wanted to see how you were going to do this donkey show." That was like, Ah, she's one of us.

DAWSON: Once I got to the donkey show [in the script] I was like, I definitely want to do this.

O'HALLORAN: We had had a script read without her, where Kevin gave us notes, and the energy in the room was kind of like, meh, we're just going through the motions. Once she stepped into the room and we then did it, we literally were at a camera-ready level of energy. After she said goodbye, Kevin went to us and was like, "What was that about?" She just brought this energy and fun, because she, as a person, is just genuinely cool. She's into comics, she's into sci-fi, she is an uber-nerd as well as an incredible actress.

DAWSON: We'd be filming all day, and then Kevin would be editing, and [there'd] be smoke coming out from underneath the motel door because he'd be chain-smoking. That was when he was still chain-smoking cigarettes. He'd be cutting it together at night and then filming during the day. And we'd all just kind of hang out, and run around the hallways and wild out. And we had the donkey out there. [Laughs] It was just such a funny, fun experience. We were in our own little world there for a while.

Clerks III (2022)

SMITH: I'd been thinking about it for years, trying to make a version of Clerks III for about a decade. We had a script that I wanted to do back in 2013. That movie was a hardcore tear-jerker, it was very very dark. Clerks III really came about from the Jay and Silent Bob Reboot roadshow tour, right before the Earth shut down with the pandemic. It was bliss, like going to a church every night where I was both the priest and Jesus, both celebrant and what was being celebrated. And I said, man, imagine if I was out on the road with Clerks III, for heaven's sakes.

O'HALLORAN: I kind of got emotional just reading the script.

DAWSON: I was thinking about how Kevin's really taking us along on the journey with him. His family, and his community of people that he's always filming with, and characters and stories that he's been telling now for decades. We've all been really aware of [him] going vegan and losing all this weight and all of this. So it was not surprising to see him bring that heart attack storyline to these characters, and bring them along on the journey as well, because it just adds such a layer.

ANDERSON: My initial reaction [to the Clerks III script] is, man, this Randal chats a lot. It's become very hard to remember these dialogues in my ancient age. So more so than anything, about 50 pages into it, I'm sweating bullets thinking, I've got to memorize all this.

O'HALLORAN: The very first script is these characters in their twenties just feeling: What am I going to do with my life? Then, the second movie, they're in their thirties: Oh, my God, what happened to my youth? Here it's: Yeah, I own the business, what am I doing with my life? And then life comes in and changes your plan entirely, which is kind of what life does sometimes to people.

SMITH: We went back to Jersey for the first time since the first movie to shoot the entire thing there. Finally, I was grown up enough to ask the Toppers, who own Quick Stop, to let me shut the place down. Any time we've gone back, for Chasing Amy, Jay and Silent Bob Strike Back, Clerks II, the Toppers have left the store open while we've shot. This time around, because of COVID, I was like, we can't do that, we can't just have the general public coming in, so I have to rent the entire place and shut it down for two weeks.

I got to go work at Quick Stop again, but in the best f---ing way possible. Last time I worked at Quick Stop, I had to be there certain hours, I had to actually ring people up, I had to stock the sodas, mop the floor and then lock the door and s--- like that. This time, man, I would walk into Quick Stop, we'd play, we'd make pretend that we were clerks, and then I'd walk out and go hang out. It was like having, as an adult, my very own Castle Grayskull play set with huge action figures played by Brian O'Halloran, Jeff Anderson, and Jason Mewes.

O'HALLORAN: I always enjoy working on a Kevin Smith set because it's always fun. It's always a gathering of friends. [It's] like, if you're at a summer camp, and someone's been at one school, and someone's at another school, but you're all coming for just a couple of weeks in the summer to make macramé. It's that kind of thing. I mean, we didn't make macramé on set, but we had a great time. We'll always have these memories that we'll cherish.

DAWSON: When we did Clerks II, we had taken over this motel next to the place where we were filming, and it was this really awesome on-location great experience. This one, I just came up to Jersey for a day and a half in the middle of filming something else. It was great to be with everyone, but it was sad.

SMITH: We put together test screenings [of] people we trusted, young and old, because there was a big question mark as to who's this movie for, other than people who liked the first two. In those early screenings, I got to see it with audiences, and hearing the things connect, hearing the things that work, was bliss. I was kind of worried that, at a certain point, they'd be mad at us for promising a comedy and delivering something else. But they seemed to go on the ride with us.

Clerks III will play in select cinemas Sept. 13-18. Smith will tour with the film in select markets in September and October.

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