In Part I of our Step Brothers Set Visit, we visited the wardrobe department, took a tour through the Step Brothers household, and sat out on the back patio with stars Will Ferrell and John C. Reilly for a hilarious chat about Adam McKay's third directorial feature. To read all about it, CLICK HERE This time out, we got a chance to watch the improve masters at work, as well as sit down with the brothers' parents Mary Steenburgen and Richard Jenkins. Adam McKay was also on hand to answer any and all of our probing questions.

The gist of this hilarious story finds two underdeveloped forty-year-old losers that can't hold a job of any kind still living at home with their respective single parents. When those parents meet at a medical retreat, fall in love, and get married, these two middle-aged juveniles must cohabitate in a tense household where bedrooms are shared, drum kits are off limits, tuxedos are worn to fast food job interviews, and the dry wall is in place only to be thrown through. It's a war of the wills that soon turns into a tight familial bond.

After speaking with Will Ferrell and John C. Reilly on the back patio area of their faked out house, the two comedic actors were called into the basement for a scene of unabashed improve. As the momentum of the shoot picked up, these two joke masters got more and more heated with each passing adlib.

The set up: John C. Reilly's character owns a drum kit that is off limits to everyone in the house no matter what. This prods Will Ferrell into playing it naked. He even sticks his testicles on the tom-tom. This provokes a prolonged fight that begins with them throwing each other through the dry wall and ends with them on the lawn, being attacked by a dog while they go at each other's heads with baseball bats and golf clubs.

What we are witnessing is the aftermath. Will and John sit in the basement. Both of them have bags of frozen vegetables duct taped to their foreheads. They are in a state of dazed amazement, watching Shark Week on The Discovery Channel. Their "Oohs!", "Awes!", and cries of, "That's so awesome!" are interrupted by a steaming mad Richard Jenkins and Mary Steenburgen. Jenkins slams the power button on the TV, shutting it off. Reilly cries out in shocked pain, "Dad! What are you doing!"

Jenkins points a stern finger at the two man-boys, "You two are going to go upstairs and fix the dry wall!" Will hates this confrontation. He tries to hide his face with a magazine. Steenburgen steps in, "You guys can't stand outside yelling rape while I am being attacked by dogs."

Exposing his inner child, Reilly meekly whimpers, "But he rubbed his nuts on my drum set!" Ferrell pulls back a mean fist, ready to hit John in his frozen bag of peas, "I will punch you in the concussion!" And with that, Jenkins grounds the two men for a week. Ferrell counters the punishment with, "This house is a prison in the galaxy of this sucks!" What we are watching is a rehearsal. Reilly's mic seems quieter than the others. That is remedied quickly as they all run through the same scene again.

Adam McKay stands just outside of the camera's lens. As they begin to shoot for real, he is quick to throw in his own ideas as the scene progresses. On the first take, the idea of having to get a job is presented to these two overgrown children. They don't like it one bit. As they run through the scene a number of times, more and more jokes are added. It throws Steenburgen's pacing off, as she blows a couple of her scripted lines. She starts, "Today, I saw my son using his bicycle as a weapon..." She can't remember the rest of her motherly speech, "Fuck, what is the line?"

A few takes in, the prop tv that is displaying Shark Week goes on the fritz. They play to this while shooting. As Reilly fixes the image, his on-screen dad grows angrier and angrier, "No, there is something seriously wrong with the TV." Reilly tells everybody. Jenkins thinks this is in character, "I don't give a shit!" Mocking embarrassment, Ferrell begins to hide candy wrappers in-between the couch cushions. When cut is called, and it is discovered that the TV is actually broken, a good laugh is had. The problem is quickly corrected, and Adam tells the guys, "More riffing on the sharks!"

The two leads begin to fire off quick quips in appreciation of the seal being eaten on the TV screen. Jenkins reenters the room with Steenburgen at his side. They run through the scene again. This time, Jenkins turns off the TV in haste, dropping an atomic bomb on the two Step Brothers, "No TV for a month!" This sends them both into a tizzy. "Can we read the TV Guide and just look at the descriptions?" Jenkins responds with a resounding, "No!". McKay fires more suggestions from behind the camera.

As Jenkins and Steenburgen leave the room in disgust, Reilly screams out, "Dad! Where's the TV Guide?" Ferrell counters with, "This place is worse than a Dickens Orphanage!" Mary creeps back into the room a few seconds later. She hands them each a twenty-dollar bill. "Why don't you guys go to the movies? Just don't tell your dad."

From this one scene, they have about a billion jokes to work with. And it must drive the editors mad. With a final take locked, Adam McKay, Richard Jenkins, and Mary Steenburgen meet us on the back patio for a chat:

Every take seems to evolve and change. What kind of improv experience do you guys have? And what is it like keeping up with Will and John?

Richard Jenkins: It's hard. I don't have any improv experience. That doesn't mean I haven't played around with a scene or two in the past. But these guys are really fast. It has been really incredible to watch them. It is a real test to keep up with them.

Mary Steenburgen: My improve experience? I started in improv, then went into different styles of acting. I returned to it last year with Curb Your Enthusiasm. Larry David allowed me the opportunity to improv a little with him. With these guys, my job is to anchor it a little bit so that they can do their thing. If there are things that come out funny, that is great. But it should never be a competitive sport. We would lose. Second of all, it just wouldn't work. The crazy needs to keep rolling, and we help move that along. Richard and I have done some scenes together where we improv. That gets a little insane. We can fly a little bit more in those. In the scenes you just saw, I feel like we are the ones that have to keep the train on its tracks. We keep the scene going.

Even with improv, there is some sort of structure. Which environment was harder to keep up with? This one, or the one on Curb Your Enthusiasm?

Mary Steenburgen: They work pretty similarly. Actually. I would say that Larry David is more structured than Adam. Believe it or not. With Larry, you don't start out with any kind of script. There aren't any lines whatsoever. With Adam there are scripted lines. This scene you are watching is not a good example. But there have been scenes where we go so far from what was originally written, it doesn't even look remotely like it was intended to when it is finished. With Larry, once you get the shape of the scene, you say different things but the scene stays the same. With Adam, sometimes you fly to a totally different planet.

Are you getting used to the director yelling out lines for you to say in the middle of a scene?

Mary Steenburgen: No. He is so fast.

Richard Jenkins: I've had it before. David O. Russell worked in a similar fashion. It has happened to me before. It all depends on how they do it. I've always enjoyed it. It takes the scene and turns it at a right angle. While Adam is watching a scene, he just thinks, "Ooh, I wonder what would happen if we went this way." That is sometimes better than just being in the scene, and doing it. When you have someone watching it, and they yell out, "Right turn!" It is bound to take you into some interesting places. This is just a lot of fun. There are a lot of jobs you can do that are miserable. These guys realize that making movies should not be one of those jobs. So it is a lot of fun to come to work.

Can you tell us a little bit about these characters? How did you wind up with sons that don't amount to anything?

Mary Steenburgen: My character is the ultimate enabler. That is how she ended up with this guy. Even now, trying to push this guy into the world, she keeps undermining that goal. Like right now. I just did a scene where I go in and give them twenty dollars to go to the movies. I tell them not to tell Robert. That is how she works. She keeps undermining his life and enabling him. She infantilizes him. Yet, she is also terrified that there is something wrong with her son. That he has had some sort of brain damage.

Richard Jenkins: Which has brought about some great improv.

Mary Steenburgen: I said it to Adam on the first day. He said, go ahead and do it. So my secret dreaded fear is that he was dropped on his head when he was little. And that maybe I did it, and it is my fault. That's what this is all about. We actually did a really funny improv where I try to get Richard to tell me if he has noticed anything special about my son. And he will not answer me. But it isn't totally negative. So anything I hear, I take it as a positive. I'm just weeping with relief that he isn't stunted in some way.

Richard Jenkins: My character, Robert, ignores absolutely everything that goes on in front of his face. For the longest time. It is interesting. I think both parents are forced to deal with this together in a way they hadn't had to deal with it when they were single parents. We just did a scene where I realized my son is going to meet Nancy for the first time. And it is a very scary thought. So, she enables, I ignore. Then I end up as the taskmaster in this deal. Its because my life is falling apart. It's interesting that they love each other so much, and where the relationships go to in the movie. It's something I didn't see when I read the script. But it has certainly gone to some interesting places. We find a lot of that in the bedroom, alone, when we are talking about us and our dreams. It soon all turns to shit.

Are either of your former spouses every involved? And does their effect on the kids every come into question?

Mary Steenburgen: The only time they were mentioned was in the improvised version of the toast at the wedding. There wasn't even supposed to be a toast at the wedding. But we did an improvisation where John makes a toast to his dead mother in front of me. And he goes through all the reasons he wishes she was there right now. He says, "I know that woman is probably just good for sex, but not anything else." Then Will talked about his father. He said that the guy worked for an oil company in Iraq. And that he shouldn't have gone to prison. I guess he was in prison for a while. Will is still suffering from the divorce that happened twenty-five years ago.

So, Adam, Will mentioned that you guys came up with a number of ideas about a project that would reteam him and John, but that this idea sprang up at the last second. Is that true?

Adam McKay: We all met and had dinner, and then discussed about sixty movie ideas. None of them were quite right. They were just okay. Then I went to the edit room the next day. I was still cutting Talladega Nights: The Ballad of Ricky Bobby, and someone brought up Bunkbeds. It stopped me in my tracks. I said out loud, "Wait, what if they're adult step brothers?" I called them up, they both loved it, and that was it.

Mary Steenburgen: Is that true?

Adam McKay: Yeah.

Richard Jenkins: We say that all day. "Is that true?" That is all that gets said on the set.

It's interesting that after your first two films, you had the ability to go off and make something really big. You could have made Ishtar. Instead you went with something smaller. Why did you decide to do that?

Adam McKay: Because we kept looking at our other movies, and our favorite scenes were the ones where it was just characters sitting around and talking. So we decided to do a film where it was nothing but characters sitting around and talking. That was the basic idea. With our other films, there was the big car thing. Or the camera was always moving. You can't be funny doing that. We wanted to do a comedy in a house. That seemed fun. Because it is more grounded. That was it. No more cars blowing up for one movie. We just wanted to have people talking. But then we ended up having some fights and stunts that got just as crazy as anything else we have ever done. We couldn't help ourselves.

Can you talk about the freedoms of working in an R rated environment?

Adam McKay: Oh, my God. It is probably bad in a way. Because we love it too much. And we swear a little too much.

Mary Steenburgen: I agree.

Adam McKay: We will do scenes, and we will say fuck about thirty times. We have to stop ourselves and say, "This is too much." But it is great. It's fantastic, because you don't have to worry about anything you say. You can do whatever you want. It is such a relief. Anytime you can hear Mary Steenburgen saying, "Fuck it!" It's worth it.

Mary Steenburgen: That is his favorite thing to say.

Adam McKay: It lets people go without having to worry about any stream of conscience.

You are constantly throwing out lines during a scene. Is this stuff just coming to you on the spot?

Adam McKay: We have done a lot of table rewrites on the movie. We have worked it out in a number of different ways. So a lot of these ideas have already been kicked around. But nothing beats seeing it there in the moment. Sometimes things will come to me that seem funny. It almost becomes a game where you are looking for the funnier line. Sometimes I want to see that thing at that exact moment, so I yell it out and it happens. It's a mixture. 30-70, on the spot. That seems to be the tendency. All of the actors come up with things on the spot, too. So it all balances out.

Have you ever had an actor refuse to say something that you've shouted out?

Adam McKay: There was one time that happened. I wanted someone to curse, and they just wouldn't do it. I had to keep telling them to do it over and over again. I can't remember who it was...Oh, it was Chris Collingsworth. The wide receiver that does The NFL Today. He came on, and he was playing Will's boss for two lines. I kept giving him dirty things to say, just because it was Chris Collingsworth. It was a bit of joke casting for Will, so that he could show off. But he would not curse. He kept changing his lines every time. So, that will happen. Or there will be something a person just can't say. But about 80% of the time, they will say what I yell at them. Mary is probably the toughest person I've worked with in that regard.

Mary Steenburgen: I didn't know not saying it wasn't an option. I better re-read my contract.

Adam McKay: Ever so often, Mary will do the line, but she turns to me and says, "You are the one that is going to Hell." Richard does the opposite. He goes worse than what I want him to say. He has these dark, emotional pockets inside left over from his time spent in Rhode Island. The deadly winters of Providence keep coming out on set.

Richard Jenkins: I actually said a line recently, and I begged Adam not to use it. After I said it, I asked, "Did I really just say that?" I told him that he couldn't use it. He goes, "I think it worked."

Mary Steenburgen: That's because you think about what you say and pay attention to it. I have no memory when the day is over.

Richard Jenkins: This is an instance where it came out of my mouth, and I knew it was bad. It was one of those.

Mary Steenburgen: Really? When this movie comes out, it is going to be totally new to me. It is like childbirth. I go home and have no memory of what I've done.

Is this your favorite directing experience so far?

Adam McKay: Yeah, it is pretty fun. As far as all of the other ones we've done, there hasn't been a more enjoyable one. Every single day is my favorite scene. It doesn't matter what we are doing. I had to warn our line producer with the schedule. I said, "We can improvise on every line of dialogue in this movie." Every single line we turn into a meal. If the movie sucks, I guess it won't be the most rewarding experience.

How does this film fit in tonally with your other projects? Are you going as broad as you've gone before?

Adam McKay: The whole game started out with us wanting to do one that was more real. We wanted to see what we could get out of it by being less absurd. We thought we could hook people in this way. Within two weeks, we blew that. We have a giant fight where they are punching twelve year olds in the face. We have a bunch of dogs attacking people. I didn't want to have any dogs in this movie, because I always do that. Next thing I know, there are a ton of dogs all over the set.

Mary Steenburgen: They knocked me down.

Richard Jenkins: One of the dogs bit me in the ass. A little dog. I turned to Adam and asked him if he got it. He said, "Oh, yeah!" Today, this is the scene after that, and I say, "Maybe I should be limping." He says, "I don't think we are going to use it." I had to get a tetanus shot. For real.

When you are watching the different takes that are going on, do you instinctively know which shots you are going to use?

Adam McKay: No, we screen test these things at least six or seven times. We will pull stuff in and out. We had the knife in the leg scene from Talladega Nights: The Ballad of Ricky Bobby. We knew it was going to be funny. But we didn't know it was going to be that funny. The second I heard that first roar, I said, "Dig out the footage!" Then we started going through it. Its like this, you never know where you are going rhythm wise. You don't know where you are going to have to hit. It can be the smallest thing that you never even think of. We certainly have our favorites. There are five or six jokes I'm putting in no matter what. Unless it is dead silent at each screening, these scenes are getting in this movie.

And there you have it, folks. Step Brothers will be headed to a theater near you on July 25th, 2008. Don't miss it!