The very funny, heart-warming comedy Last Vegas stars four Academy Award-winning legends – Michael Douglas, Robert DeNiro, Morgan Freeman and Kevin Kline – as lifelong friends who decide to reunite and relive their glory days in Las Vegas when one of them decides to get married to a girl half his age.  As Archie (Freeman), Sam (Kline) and Paddy (DeNiro) try to convince Billy (Douglas) that he’s making a mistake, the four men quickly rediscover what made them such good friends, in the first place.

During this recent exclusive phone interview with Collider, director Jon Turteltaub talked about why Last Vegas appealed to him, the challenges of just doing right by a great script, how happy he was to win the R-rating appeal with the MPAA, what it was like to get the four acting legends together for the first time, who did the most improvising, and that they only had one deleted scene that is too short and too bizarre (think Carrot Top!) to put on the DVD.  He also talked about what’s been holding up National Treasure 3, and that he hopes to go into production on the film within the next two years.  Check out what he had to say after the jump.

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Collider:  How did you come to this project?

JON TURTELTAUB:  I was sent the script by CBS Films and Amy Baer, who’s one of the producers, begging me to read it and saying, “Stop doing big action movies and do a comedy.  It’s where you belong.”  I hesitated to read it, for a really long time, and then I finally read it and literally finished it, picked up the phone, called her and said, “I’m in!”  The script was that great.  I think that’s what happened with the cast, as well.  Michael Douglas also read it, he and I had a conversation, and he was in.  Soon after Michael was in, Bob DeNiro joined in.  I think Morgan [Freeman] just heard that it was Bob and Michael in the movie, so he said yes without even reading the script. 

When you’re working with what’s already a great script, how challenging is it just to do the script justice?

TURTELTAUB:  With a comedy, when you’re laughing reading the script, it’s terrifying to think that you could shoot that scene and it could not come out as funny as you imagined it.  You really are trying to live up to it.  It’s also true with a script that makes you cry.  You think, “Oh, god, everybody cried when they read this.  If they don’t cry when they see it, they’re gonna kill me.”  It’s always daunting to do that, but it’s not as common.  You’re often trying to fix a script by shooting it.  In this case, I was just barely hanging on, hoping to do right by the script.

When you first read the script, what were the aspects you found yourself identifying with? 

TURTELTAUB:  It did feel a little bit like it was somehow my voice in there.  What pleased me the most was that the humor was not separable from the plot or the characters.  They’re all interwoven and one in the same.  The comedy is telling the story, as opposed to being some later applied source of entertainment that somebody sticks a joke in.  You know who these people are, by their sense of humor.  You know what’s happening in the story, based on the funny things they’re saying, rather than it being separate. 

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What would you say to people who think this is just The Hangover with old guys? 

TURTELTAUB:  Because it’s a bachelor party in Vegas, people are going to make that connection, although there have been other bachelor party in Vegas movies before.  They also make the connection because The Hangover was a huge success.  You rarely get compared to movies that nobody ever saw.  It really has its own tone, its own feeling, its own flavor and its own story, and it has five Oscar winners in it.  It’s got a whole other vibe going on.  I’m not going to say that it’s better than The Hangover ‘cause The Hangover was extraordinary and special, but I think it’s pretty damn good. 

How happy were you to win the MPAA ratings board appeal for the R-rating?

TURTELTAUB:  Thank god!  The final objection came down to the use of the word “blow job.”  There was issue as to whether that word could be in a PG-13 movie.  There was some precedent, and I had to make my speech, as to why I thought it was important and why the movie needed it.  It’s funny, right now, it’s hard to succeed with a comedy, unless it’s rated R.  We were swimming upstream by pushing for our PG-13.  Even though this is a movie that has older actors in it, I think teenagers are going to love this movie, and I didn’t want them to be kept away by a ratings.  And also, there are a lot of people over age 70, who might not want to go see an R-rated movie.  I wanted to let people under 17 and over 70 know that they can go see this film.

How crazy is it that Michael Douglas, Robert De Niro, Morgan Freeman and Kevin Kline had never worked together before?

TURTELTAUB:  It seems incredible, doesn’t it?  They hadn’t realized it.  Every time we were casting someone, we thought, “Okay, well, what other movies have they been in together?,” and we realized it was none.  It was crazy!  Who knows why.  The basic reason is that each of these guys is a leading man, and you usually only need one of those in each movie.  The other reason is probably that no one could afford any two of them.  We somehow got clever and managed to bring them all in.

What was it like to get them all together, for the first time?

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TURTELTAUB:  Scary!  We had a table reading.  I wasn’t meeting them, but I was certainly meeting them as a group, for the first time.  It would be nothing but exciting, if I were a P.A. on the movie, getting to meet all those guys.  I was supposed to look like I was in charge and know what the hell I’m doing.  It really felt like being on a first date with Heidi Klum.  How do you not let her know all you’re thinking about is, “Oh, my god, I’m on a date with Heidi Klum!”  But, what you find out is that they’re nice men and women.  You’ll never meet a nicer person, let alone a nicer actress, than Mary Steenburgen.  What you realize is that a lot of actors want to be directed.  They’re there to do the best job they can for the director.  They have a lot of questions, and your job is to have answers.  So, you hide the fear and you try to act with as much integrity as possible because these guys have amazing bullshit detectors and they know when they’re being manipulated.

Did you have moments on set that seemed completely surreal?

TURTELTAUB:  Totally!  The moment I told Robert De Niro that I wanted an actor to shake his wiener in his face, I sat there thinking, this is the weirdest, most awesome moment of my life.

Was there a lot of improvisation, or did these guys want to stick to the script?

TURTELTAUB:  It depended on the guy.  Most of the guys like sticking to the script and doing just what’s written.  If they’re exploring, they’re exploring ways of doing the script.  Kevin Kline was the exception.  He’s a bit improviser, and he loves to explore.  He’s always busy trying to find something new, something different and something funnier.  That whole scene where Morgan is trying to get into the rental car and Kevin Kline is inside, trying to get the door unlocked as Morgan is escaping, so much of that was just Kevin doing stuff.  Kevin would make a delicious meal out of what was supposed to just be a little, boring snack.

When you do a comedy like this, where people are playing around, how long was your initial cut of the film and are there a lot of deleted scenes that we could see on the DVD?

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TURTELTAUB:  You know, this was so efficient.  We didn’t have that long to shoot.  There’s literally one scene that’s deleted from the movie, and it was so short that we didn’t put it on the DVD.  It’s really a very bizarre scene.  All I can tell you about it is that it’s so bizarre that Carrot Top and several transvestites and transsexuals were in it.  But, it was a pretty efficient movie.  It wasn’t one of those films where the cut was hours and hours long, and you have to cut it down.  We pretty much stuck to the script and got what we were supposed to.

How challenging was it to find the right actress to balance out these four big personalities? 

TURTELTAUB:  The key to finding the right actress was someone who is old enough that you’re true to the idea that he’s not marrying the young girl to marry the older girl.  I had to find somebody old enough, but I wanted to find someone old enough who not only would the audience still find sexy and attractive, but who you would believe Michael Douglas would still find sexy and attractive, and his bar is pretty high.  And I don’t mean Michael Douglas, the person.  I mean Michael Douglas, our perception of the person.  That actress also had to have a really sharp sense of humor, and feel like she’s a kind and generous soul.  She had to be honest, open and generous.  There may be bigger names out there, but there’s nobody better than Mary. 

Was it also difficult to find a woman who was confident with being open about their age?

TURTELTAUB:  Yeah, that was a bit of a problem.  There were a couple of actresses who turned it down because they didn’t want to play that age, and be so open and vulnerable about their age.  But, not Mary.  She was ready to be vulnerable and commit.  We love the quality in a person, who can see themselves clearly and isn’t ashamed of who they are.

How fine of a line is it to find the perfect balance of comedy and heart, so that you’re not depending too much on cheap laughs and so that it never becomes too sappy?

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TURTELTAUB:  It’s an ongoing process, in the script, on the set and in the editing room, to make sure you are being true to the emotion of the film without turning it into a melodrama, and making sure you’re getting all the laughs you can without it turning into just some stupid comedy.  The balance of those two things never stops, and it was really important with this film because there’s a lot of heart and a lot of emotion to get through. 

Which of these four guys did you find to be most like their character, and who was the most different? 

TURTELTAUB:  I think Michael is probably the closest, in that he really does have that charisma and charm, and ability to stay young and virile.  The surprise was how much like his character Morgan was.  He’s so not like the characters he normally plays.  I watch the movie and I think, “Wow, look, Morgan Freeman is actually smiling.”  We rarely see that in movies, but boy, does he have a good time in this one.  He has a great sense of humor.  He’s a joyful guy who loves life and can get very silly.  But when I called him on that, he said, “Yeah, the world thinks I have gravitas sewn up.”

Which did you find more challenging, actually shooting in Las Vegas, or having to recreate so many locations elsewhere?

TURTELTAUB:  It’s so much harder to recreate something than it is to shoot at the actual place.  It’s not without its problems.  You’ve got a lot of bystanders and security issues, but it’s always a lot easier and a lot more fun to shoot at the actual location.  But, we still managed to do it.  What’s great is when you’re shooting at the same hotel you’re living in, you finish shooting, put your stuff down, take an elevator and go to bed.

There was talk about National Treasure 3 hitting theaters for Christmas 2011, and now it’s just about Christmas 2013 and the film hasn’t been shot yet.  Why has that been so difficult to get going, when it should be such a no-brainer?

TURTELTAUB:  If you can write the script, we’ll take it!  It’s so damn hard to write a great historical mystery based on fact.  It’s not for lack of trying.  We want to do the movie.  Disney wants to do the movie.  We’re just having the damnedest time, writing it.

Do you think it’s something that will still happen?

TURTELTAUB:  I do.  I’ll bet that within two years, we’ll be shooting that movie.

Are you close to being ready?

TURTELTAUB:  We’re closer.  I’d say we’re about half-way there.  It’s not only writing a great historical mystery, but we’ve gotta write something that has nothing to do with anything we’ve done before.  The goal is to always have an original sequel, as silly as that sounds.  We really want to make sure that the third one doesn’t just feel like a repeat of the first one, or one too many. 

Do you have any idea what you’re going to do next?

TURTELTAUB:  I really don’t know.  My guess is that I’ll probably end up doing a TV pilot.

What keeps you wanting to work in both TV and film?

TURTELTAUB:  You’re just always looking for something new.  That’s why a lot of people bounce between TV and movies.  You have the ability to try something else.

Last Vegas is now playing in theaters.