Shia LaBeouf: You never want to do the same thing twice. You want to work with amazing people, and you want it to be fun. You want to make things you'd want to watch. And this is something that's never been done. It's new and it's fresh. It's an idea, and just the concept alone—this mockumentary in animation is [This is] Spinal Tap. The animation is like kick-ass. Of course you want to be in it. Plus, the arc of my character's a lot of fun to play with. The big draw was Jeff, you know. I knew that that was going to happen and I want to work with actors who I admire, so that's why I came on. This movie was done differently, because normally in animation you never see the other actors, but this time you did quite a bit, and you worked closely with Jeff Bridges quite a bit.

LaBeouf: I did. ... They'd set up mics at different locations. We'd move across the room and there'd be a mic set up over there, and Jeff would be in the middle of something ... and we'd block it just like a play.What do you think is the appeal toward penguins?

LaBeouf: It's the most human bird out of the bunch. They congregate in little societies, and they stand upright. They have humanlike features. Black and white like yin-yang.Do you think that audiences may get penguin overload with the other penguin movies out there?

LaBeouf: I think it helps us, if anything. They made two or three Troy movies in one year, and that was happenstance.Was there a particularly fun scene for you to do?

LaBeouf: There's a scene with all three of us [LaBeouf, Bridges and Deschanel] on the beach, and I'm poking him about why he left, and this whole time he's been telling me and instilling in me these things that he's now backtracking from. He hasn't figured his own stuff out yet, so that scene was tough only because it just didn't feel right when we were doing it, so we just massaged it and kept going. We got it eventually. Can you relate to your character's desire to have a mentor or fatherlike relationship with the older penguin?

LaBeouf: Sure, yeah. And that's big for me. In my life, my father was sort of absent and then came back, so lot of that's in Cody. I mean, you do that in life. If you have a void, you try to fill it, and that's what he's doing.Do you consider yourself competitive like Cody?

LaBeouf: I'm extremely competitive. This is different ... only because the audition process is a different thing. Do you surf?

LaBeouf: I used to, yeah. Just the pace of my life doesn't allow it anymore. It's picked up a little bit. Is there a person you admire like Cody thinks of Z?

LaBeouf: Yeah, Dustin Hoffman while I was growing up, and Gary Oldman.You seem excited about the Transformers movie coming out that you're in.

LaBeouf: It's going to be a blast. We went to get our MPAA rating, and this movie is for the masses, and we got an R rating because of the tension. It was not because of the curse words or nudity, but for sheer intensity. It's aneurysm-inducing. [Producer Steven] Spielberg fought back and got the PG-13. It's just because of the intensity. There are not a lot of breathers, it's like, whoooosh!Did you ask any mentor-like questions of Jeff?

LaBeouf: I was too nervous to ever ask him for advice when you are supposed to be there as equals; you just can't ask for advice that way. We talked about his ukulele, we talked about Montana, we talked about penguins, and we'd come up with little things we could say and throw in here and there.

Jeff Bridges, did you have more fun with this because you could actually interact with the other actors?

Jeff Bridges: It was in a room about a quarter the size of the stage, and they had video cameras set up. We'd all play together and they'd video us. There was a lot of improvisation.Why do you think people love penguins?

Bridges: It's a conspiracy. They're taking over. Pretty soon there will only be penguin movies. ... It's so funny. This movie was conceived about four years ago, before any of the penguin movies came out. It's like one of those things when something's in the air. How did you like the ad-libbing on the set?

Bridges: It's so expensive to animate that they've got to make sure they've got the story and the scene down. We would go in there and do a rough of the scene. They would make these rough drawings and kind of almost shoot the storyboards of the drawings. And if they weren't satisfied, we'd come back and until they were satisfied with that, they wouldn't commit to the final animation. Is there a little Dude from The Big Lebowski in your character?

Bridges: Yeah, I guess you could say that Big Z is the Dude of the penguins. They're both surfers, that's something they have in common. They're both pretty kick-back guys, enjoy life. There is probably some similarity in the two characters.Have you ever surfed?

Bridges: I do. On a good day when my back's holding up, yeah, I love it. ... I'm not great, but as far as how I feel about it, I just love it. It's so great. It's like fishing. Even if you don't catch any fish, you're out there in this beautiful water. Normally you sit there and you look out at the ocean. ... Being a surfer myself, when the guys showed me some of the footage of what they did with the water, I was so impressed with the way they married the animated character to the water. It looked so real, the way they created that perfect wave.Are you competitive in real life, like your character used to be?

Bridges: I'm not that competitive. I don't like to get into that position. I mean ... it's like being on the same team. We're kind of rooting for each other. It's playing together. There's probably a good kind of competition—when you're like playing tennis against somebody who's better than you, it kind of lifts your game up. So when you're playing with really talented people, that lifts your own game up. It's not really competition. It just kind of makes your own game more excellent.Did you feel anything like a mentor to Shia in real life?

Bridges: My daughters are his age [20], and we naturally fell into it [when voicing the parts]. When I was his age I was starting to be a serious actor, and I can see the excitement he's going through now. He's a great improviser, and we had a lot of fun doing it. ... I related to [Shia] with the way he approached the work. He does it with a lot of joy, and it's rather contagious. That's the way I like to work. It's the approach to it.So you've shaved you head bald for the role of Obadiah Stane in Iron Man. How is that going?

Bridges: I think that what always attracts me to a project is the team that glues it together, and this is a fantastic team that includes Terrence Howard and Gwyneth Paltrow and Jon Favreau. What I like about the story of Iron Man is that he's not a typical superhero where he has all this power. It's interesting because this involves corporations and science and that kind of thing.

Zooey Deschanel, what drew you to this character?

Zooey Deschanel: I thought it would be fun. I've never done an animated movie before. I like that she was a lifeguard and she was kind of sassy. I mean, it's all fun. We have a great job, but that's why I do it, because I like it, and so it's just a different way of being creative and telling a story. I like telling stories, and that's why I'm here to begin with. It was a very unusual way to do it.How did you like the experience?

Deschanel: The video camera was on us while we were doing our lines, and I looked at it and thought, "Oh my God, they got me. She has my posture."Did you do anything to prepare for it?

Deschanel: I spent three months with the penguins in Antarctica. No, seriously, I had more time to work on the character than any other movie I had to work with; it was over three years. They sort of formed the script along the way. Did you contribute anything that you remember specifically?

Deschanel: I kept talking to this little kid that I made up, and that became Arnold. I was talking to someone who wasn't there. I called him Arnold, and they liked it and it stuck.Do you surf?

Deschanel: I love the ocean. I'm not a surfer, but I do love to swim and snorkel. I was on the YMCA swim team. I was on the swim team. I practiced with them every day, but I couldn't go to meets because I don't like being competitive. I literally, I hated the meets. I just liked the peace of mind that you got from practicing every day.We know you're also going to be in the SCI FI Channel's Tin Man miniseries soon, right?

Deschanel: Yes, I'm really excited about it. It's really kind of dark. It will be fascinating to see what they do with it. ... I'm Dorothy. It's not really the Wizard of Oz characters, it's just a hint at those characters, so it's not like I'm going to go back and watch the movie and do a Judy Garland thing or anything like that.Do you have a favorite animated movie?

Deschanel: I loved The Little Mermaid and Sleeping Beauty.Do you like penguins?

Deschanel: Sure, the penguins were designed really well. They dress well, too.

Jon Heder, what was your experience doing this movie?

Jon Heder: I love telling a story. I love animation, and I love bringing characters to life ... and that's what acting is. You're bringing a character to life—a character you've never seen before. You've got half of it done with the visuals; then you're just bringing a voice to it. It's really cool when you see it.Did you prepare for it at all?

Heder: You just kind of show up, and it is weird, because you're like, "I'm a surfing chicken." I mean, there's been weirder profiles out there, but you just kind of more play it like yourself, and you just let that go. That's what's fun, when you see those personalities and animations match up with a really weird-looking character.Did it matter that you were playing a surfing chicken instead of a cute penguin?

Heder: It felt great to stand out! It was kind of cool to be the ugly duckling. Oh my gosh, that was awesome.Are you a surfer?

Heder: I was on the swim team when I was in high school. I'm not a penguin and not a chicken and not a surfer. I had a lot of work ahead of me. I liked the design of the chicken; he was reminiscent of old-school animation.What do you think of penguins?

Heder: I saw penguins in the aquarium and they reeked. They smell.Directors Ash Brannon and Chris Buck and producer Chris Jenkins, are you worried about the penguin overkill in movies these days?

Chris Jenkins: Hey, people love penguins. Look, penguins have won the Oscars two years in a row [with March of the Penguins as best documentary and then Happy Feet as best animated feature], so why not make it three? ... We do give a nod to Happy Feet in our movie.

Ash Brannon: They are all different movies. It's not a problem. We were doing this movie four years ago, and when we heard about the other movies, we said, "Oh, that's cool" and just kept moving, because we're really a different movie.

Chris Buck: I think the whole documentary style takes it into a whole different place than Happy Feet or other penguin movies ... and yeah, March of the Penguins is a documentary, but I think we take it a little further than that. Our movie is very different than the others, and I think there's room for all of them.Will kids get the documentary style?

Buck: Sure, we've had some preview screenings, and kids get it sometimes better than the parents do.

Brannon: They see it all the time, with reality TV.

Buck: Our kids have grown up with the Survivors and American Idols and all those shows, and that's just another form of entertainment to them, so it's not anything strange.Did you have a hard time letting the actors just be themselves in an animated movie?

Buck: We did not want the actors to perform. [Jeff] did come in with a different voice on his first day and started to do something with a higher voice. We said, "No, no, just be yourself." That's the movie, just do your own voice.

Brannon: But we didn't have anyone else in mind. We only thought of him doing the role. He is like this in all his movies, and as we were developing the character we knew he was the right guy, the only guy, for the part. ... All of them brought their own personalities to the characters. We said to them: "We don't want you to do a cartoon voice, just do your own voice," and they all did. So they all brought pretty much who they are to the part. Shia brought a lot. He's very funny, but he's very deep, and there's a lot of stuff our character goes through. It's a very emotional journey. When did the idea of the documentary style come about? Was that the way it was from the beginning?

Brennan: That was the intention from the beginning, to make it like that; that was archive footage, that was us interviewing the cast, the cast interviews.

Jenkins: But yeah, the idea just grew on me, the documentary style. We were looking around at all the techniques that would be used for a story like this. I think we were also so happy with what we had at ImageWorks on this movie, the techniques they brought to the table. They just have such an incredible staff. They gave us everything we asked for.What was the toughest part of the movie?

Buck: We said from day one, if we can't do the water, we can't do this movie. Not just waves that partially crash—we had to stay at the beach, we had to stay in that water and take the people on that ride and have the characters interacting and all that. It was an amazing feat that these guys pulled off!

Brannon: Technically, the water was still the biggest challenge. For CG artists, making water, and especially breaking waves as we required for this movie, they're like the holy grail of CG, but they pulled it off like gangbusters. We're able to take the audience on the surfboard and ride down the wave into the tube in this movie.

Buck: We call it our board-cam. We actually have a camera on the front of the board that takes you down the waves. How did the surfing-penguins idea come about?

Brannon: Producer Chris Jenkins pitched it, [and] we were instantly in love with this idea, because you just don't see it. I'd never seen anything like it before, and we got to take a lot of conventions in animation, just question them and say, for example, "Is there a better way to record the actors? Should we record them one at a time, one line at a time, like you usually do, or should we get them in a room together and improvise and have a little fun?" So that's what we did, and we got incredible performances and real natural acting.

Buck: After watching so many documentaries, we realized that our favorite moments in the documentaries or reality TV are the mistakes, the things that shouldn't be on camera, so that's what we embraced, even in the recording sessions. Goofs that the actors would have, which we'd suddenly say, "That's a real moment. We have to put that in." The film is full of those kinds of moments that are pretty fresh.

Jenkins: We had a surfing penguin movie at Sony when I first arrived, and that was four and a half years ago. It was going along the lines of Romeo and Juliet with surfing penguins, and it was pretty bad. It just didn't have anything different to it. Penguins were driving in cars. It was very, very Saturday morning in a sense, so the idea went away. And I thought it was a very cool idea to exploit. I thought "surfing" and "surfers having interviews done on themselves." I totally love Spinal Tap and all those kinds of movies, and I thought, "Wouldn't it be great if we could put a microphone up to an animated character and see what they have to say?" If you gave the actors deep backstories and treated it like they do in Chris Guest movies, what could we do with the medium? It was kind of born out of that. I wrote up a story about a little guy who lives very far away, in a small town where he's not appreciated, following his dreams, ultimately meeting somebody he thought was long dead, and the story kind of became a father-and-son story, particularly when Chris and Ash came on. The three of us melded and ended up writing the script together.What makes penguins so attractive?

Jenkins: I just saw them as wonderfully anthropomorphic creatures. They're the only bird that really looks like there could be a little guy in there operating them—they look and feel like us. They stand around in communities, seeming to gossip with one other. They have very hard lives. They reminded me very much of a blue-collar community in England, where I come from, or Michigan, and that one kid in the industrial town and the dreams [that] he has to leave it 'cause he has a talent that's bigger that's never going to be realized. That was really the starting point. I think the penguin thing is great because they're so comical on their own. I think that's why everybody tapped into them as an animal. If you go back 50 to 60 years, it was all mice, then rabbits.With all this ad-libbing, I'd think there were some great lines you just can't have in a kids' movie. Will there be an R-rated version on the DVD?

Buck: Yes!

Brennan: Absolutely! We have a lot of material.

Jenkins: We have a lot of material that just couldn't make the movie, and that stuff will be on the DVD extras for sure—a lot of great stuff!We heard you took the animators out surfing?

Jenkins: I think it was real important that they go out there and feel what it's like to catch a wave and see what it's like to be out there. I wanted the animation to look like they were inside the tube of the pipeline in Hawaii, and I think we have that feel, just like some of the great surfing movies. We wanted the guys to feel the movement and the action. The waves themselves are infused with inner emotion, and they are like a character in the movie. They are animated from the inside out.Diedrich Bader, you play the kind of arrogant guy in all this. Was it fun?

Diedrich Bader: Completely, every minute. He's not really a bad guy, just kind of an oaf, and a bit mean-spirited. We were totally improvising together. I don't think there's a single line that was written for me in the movie.What did the script seem like?

Bader: They had this monologue and said, "If you were just to completely make it up, say whatever you want to say ..." That was the only time in animation that I've ever been asked to just completely improvise. It was a fun audition, but I thought I went too far and was surprised when I got it. They really wanted us to improvise and have a good time with the character. I don't think there's a single line that was written for me that's in the movie.Did you push the envelope at all? The trophy scene was very funny.

Bader: I did some improvs that were right on the line when we recorded them. It's a little bit of going into the crazy attic of Diedrich Bader. I thought it wouldn't make it into the movie, but they said, "Kids will take it one way, and adults will take it another. The scene was actually cut after a screening in Scottsdale, [Ariz.] But when they showed it here, the scene went flat because it didn't have that spark, that bit of thorn to it. So they're going to put it back.Were there any drawbacks?

Bader: Sure. It took so long to come back, I didn't even remember the voice. When you improv, it's so immediate that you can't remember it. It's a little like sex—you can't remember and you wish you could.

Mario Cantone, you do the voice of a bird in this. Was it fun?

Cantone: I love it. I do this out of passion—not for children, because I don't care. I'm a big animation buff. But a lot of the CGI stuff is very cold to me. I like the 2-D, the old-school stuff. This, to me, finally looks right. It looked warm, it looked full, it had a style. It's gorgeous.How was the improvising? You must've liked that.

Cantone: Of course, I think we were cast because it was a lot of improvisation, which we can handle. And also, we both walk that edge. It's what they wanted with this; I think they really wanted this slight adult edge to it, without being too much.What do you think of the animation?

Cantone:? It's not too perfect, where they look exactly like penguins. That bothers me. I want to see character going on. It's all heightened. We just had a conversation about how acting in the '30s and '40s was all heightened and yet grounded in truth. And that's very hard for a contemporary actor to do. It's the same with animation—it has to be heightened but come off real. And this movie has great heart.