How Louis C.K. made Horace and Pete

In 2015 Louis C.K. filmed the final episode of his FX series, Louie. Five seasons and many Emmy nominations and awards later and it was time for a break. Not a total break, but with television projects like Baskets with Zach Galifianakis and Better Things with Pamela Adlon, and plans for a movie, Louis needed to stop Louie. He told Marc Maron, “I don’t know if I’ll make another one and it needs to be okay if I never do.”

“I walked away from Louie and I had a month where I didn’t know what I was going to do next,” Louis told Howard Stern. That’s okay, he added, because gaps are “where good ideas come from.”

Later that summer, Louis met his friend Dino Stamatopoulos and told him “I saw this little thing called Abigail’s Party.” This along with Annie Baker’s play, The Flick ,ignited what would become the web released show Horace and Pete.

It seems obvious that the comedian who pioneered concert ticket sales and downloads of stand-up specials, would reconstruct everything about a television show, but that process wasn’t bestowed upon Louis. It took luck, time, hustle, and a roster of talented people for Louis to pull the whole thing off. That’s the story we’ll look at, how Louis C.K. made Horace and Pete.

Clear the decks.

To start, Louis had to clear the decks. “I threw everything away,” he told Howard Stern. Abigail’s Party was so good, it inspired something that would take all his time. “God dammit, I’ve never seen anything like this,” Louis told Stern. “I want to make a show that operates on this frequency.” Louis considered making it for FX. He had just signed a new contract with the network and he wanted to do something for them, but Horace and Pete couldn’t be it.

The things that drew Louis to Abigail’s Party and The Flick were things that wouldn’t work on television. There were no ad breaks, ample profanity, and long scenes were the square peg that couldn’t fit in the round hole of television. Louis also didn’t want to promote it. “I didn’t want the audience to smell this show before they got it,” he told Marc Maron.

Once he decided it couldn’t work on FX, he thought about other options. “Originally I thought I’ll never cut,” Louis told Stern. He soon realized that wasn’t going to work, and “I let go of the never cutting thing.” Other ideas developed and faded. He wanted a single set, but two scenes. That meant a business below a residence. What kind of business? A family business. What kind of family business? A bar.

Louis told Charlie Rose, “I feel like I found this family in my head somewhere.” He just the “stenographer.” “I open the bar in the morning and just start writing what happens,” he explained to Marc Maron.

In episode 7, Louis’s character is perplexed. Another character teased something that could be true or not. Louis told Charlie Rose he still isn’t sure what the truth is. “Stories are found things, like fossils in the ground,” wrote Stephen King, and it’s an approximation for Louis’s process too.

Louis kept digging. He thought about it, refined it and turned it around. He told Charlie Rose, “before I write it I walk around, driving myself crazy thinking about it. I carve — I do all the carving up here. And I know what’s going to happen. I think about what it means in each interaction and what direction it’s going to go. And I think about all of that for a long time. It’s like being pregnant and finally I regurgitate it on to the page.”

As he carved a few things became clear.

He wanted a multi-camera show, unlike his FX show Louie, a single camera show. He told Marc Maron that with this type of filmmaking “you move on a dialogue or the moment a person’s mood shifts.” He told Charlie Rose he wanted that “live feeling.”

He wanted no laughter. It “discredits a sitcom,” he told Bill Simmons. Or explicit jokes. The show could be funny, but not Jokey. “Jokes are conversation stoppers,” Louis Simmons, “jokes have a corrosive nature to them.”

He wanted no promotion. Whether for experimentation, financial, productivity, or other reasons — I couldn’t find — Louis didn’t want to feel “beholden” to promote the show.

He wanted to experiment with the distribution. “I kept it a secret,” he told Charlie Rose. Louis and Simmons joked that releasing it on a Saturday was even more obscure than a Friday afternoon news dump because it wasn’t part of the workweek.

As he worked, Louis kept asking “does this write?” He told Rose, “I have had a lot of ideas for different kinds of shows but there is this test — does it write? Like can you actually get out the scripts? And I started writing it this summer. And it just kept coming. Episode after episode. And I realized I’m writing something that is worth shooting. So, I started to get it under works producing it.”

Louis had scripts for episodes 1 and 2, now he just needed actors, a place to film, crew, the rest of the scripts, and everything else. There was still a lot of work to be done.

The Who and Where.

Louis asked his Louie producer to see if the Penn Hotel Studio was available. It was. He put down a deposit and figured it was a win win. He would use it, or sell it to someone else for a — speculative — profit.

First to join the crew was Steve Buscemi. Boardwalk Empire had just ended and Buscemi called Louis to ask if he’d volunteer for a charity Buscemi worked with. Louis said sure, and hung up. A moment later he rang Buscemi back and asked “do you want to do this show that I’m doing?” Buscemi said sure.

It was good timing, Louis pointed out to Charlie Rose. “If I come up this idea a year before it wouldn’t have existed. But he (Buscemi) had just come off this big show and I said, what are you doing. And he said ‘nothing, I’m looking for stuff to do.’”

Next on Louis’s radar was Edie Falco, and it had to be Falco. Louis read an interview in the June issue of Variety where Falco said she loved to work, but that she wanted to choose the right thing.

“I need to be moved,” Falco said. “There are people who can feed their whole soul with comedy. I really need to feel like there’s some deeper subterranean movement in the piece… I’m reading all kinds of stuff… but nothing’s grabbing me.”

The interviewer asked about theater. “I love the idea of doing stage,” Falco said, “But my standards have changed. Theater in particular is really grueling. You’re never home in the evening, you never get to say goodnight to your kids. Your weekends are blown. That schedule is hard on a family.”

Imagine Louis as he read this. He has a script with deep subterranean movements. It’s like theater, only it’s filmed. Louis wants Falco for the part, and she, like Buscemi, likes to work but wasn’t working. Louis joked to Marc Maron, “I looked at her face in the magazine and said, out loud like a psycho, ‘you’re going to be on my show.’”

September rolled around and Louis saw Falco at the Emmy Awards. There was an open seat next to her. “I thought fuck it and I sat down,” Louis told Howard Stern. He explained the show, and she said to mail her a script.

Then Louis ran into Jessica Lange. This wasn’t uncommon, both were actors on FX shows. “She liked sitting next to me because I would make her laugh,” Louis told Bill Simmons. “There’s always a kind of even exchange between glamorous actresses and comedians, which is that, we’re happy to sit next to you if you’re a glamorous actress and she gets entertained.”

After the Emmy Awards Louis dropped off scripts for Falco and Lange, with a note and his number. Two days later he got this message; “Hi, this Edie, I’m in. When do we start?” Lange was in too.

Things were going well, three characters written, three characters cast. Up next, Joe Pesci. Unlike Buscemi, Falco, and Lange — Pesci said ‘no.’ Not without adding a few ideas though. Louis spent an entire day with Pesci, and used some things from their conversation on the show. The problem, Pesci said, was that the show was too good. “I think your show is going to be very successful,” Pesci told Louis, “and for that reason I’m going to decline it.”

After he declined, Pesci still helped. Louis told Marc Maron: “I still sent him a couple of scripts and he would call me and go, ‘listen you dummy, you’re going to write Archie Bunker again? This character has no depth and is a fucking idiot and it’s been done, so are you going to listen to me?’ And I’m like ‘Yes Joe, tell me what’s wrong with Uncle Pete.’”

Louis’s second choice was Jack Nicholson. He asked Lorne Michaels to arrange a call. One day Louis’s phone rang and a voice said, “I’m looking for Louis C.K.. I’m calling for Jack Nicholson. If this isn’t you, I’m hanging up immediately.” Louis said he was Louis and got on the phone with Nicholson. “The writing’s terrific,” Nicholson said, “but I’m not going to do it.” Louis tried to convince him, but Nicholson countered, “do you know what I did today? I went out to the tree in my yard, and I sat under it, and I read a book, and when I was done I went back inside.”

No Pesci, no Nicholson. Louis asked Christopher Walken. He liked it too, but thought it was too similar to other guys he’d portrayed. Walken suggested Louis find someone unexpected for the part. Walken and Lange’s agent was Toni Howard, who suggested Alan Alda.

No, Louis thought, that won’t work. Just talk to him, Howard said, “Alan loves to work.” Louis relented. They men met and Louis asked how Alda might play it. Alda said he doesn’t work like that, he’s more of an in-the-moment actor.

“I’m trying to see Uncle Pete in him.”

Louis was concerned, “I’m trying to see Uncle Pete in him,” he told Marc Maron, but he relented because, “I love every single thing he’s done and he wants this, so I said, let’s just do it.” It worked out well. “He invented that fucking character, it’s not what I had in my head, it’s something a billion times better.”

The set was booked, the actors had committed, all that was left was the music. Louis wanted Paul Simon. “You asked Paul Simon?” exclaimed Howard Stern. How? “I have this new method,” Louis explained. “I write an email to a guy like Paul Simon, saying, ’I’m making a new show. I want you to write the theme song, it’d set the tone perfectly.’”

“That’s it?” asked Stern. “That’s all, just ask,” advised Louis.

All the while Louis kept writing. He wrote episodes 3–8, and had ideas for 9 and 10, but wanted to hold off to see if something better came to him. He also got more details for the show.

He visited bars during the day. He “talked to a doctor of psychology to run some of this shit by him,” Louis told Maron. He wanted his character to be “a nothing guy.” “I wanted to play a guy who makes terrible choices and blew it with his kids,” Louis told Maron.

Charlie Rose asked how Louis’s writing was so relatable. Louis said it’s because he’s an “ordinary guy.” Really asked Rose. “Yes,” Louis said. “You know, my gut is hanging out of my t-shirt half the time. I will put ice cream on my chest like Tony Soprano and eat and watch, you know, Shark Tank.” You know, Louis told Bill Simmons, “I was poor for 40 years, I’ve been better off for 5.”

Louis talked to experts, drew on his own experiences, and talked with other writers. “The biggest help,” Louis told Simmons “is when someone sits on my couch.” He expanded on this with his interview with Marc Maron, “The way that I use help as a writer is to have somebody sit on my couch to talk to.” Sometimes it was Vernon Chapman, Steven Wright, or Pamela Adlon. For Horace and Pete the biggest help was Annie Baker, who helped Louis figure out a key character and idea for episode three.

As he wrote, Louis also wanted a way for the show to feel current, so he left sections open for discussions of current events, trusting the actors he had. Scripts 1–8 were ready, now it was just time to film the thing.

It’s time to film the thing.

Louis had given up on the no-cutting idea, but there were still problems. Louis’s FX show Louie was shot with one camera, and the episode was stitched together after. Horace and Pete had four, and Louis wanted long takes. To untangle this mess, Louis went through the script with four different colored highlighters, one color for each camera. Each highlighted line of dialogue had a camera assigned to it.

He told Charlie Rose, that Horace and Pete was “so different” from Louie:

“It was indoors in a studio, all day…Louie was a single camera which means that you shoot little pieces… and then you sew them together through the magic of editing. This thing we shot like 20 pages without stopping. We did it like a play. We let people feel like they were at a play performance…so it was about rehearsing and preparing and then just letting it happen. It’s a completely different kind of directing.”

Louis’s dislike for laugher also helped move things along. His friend Dino Stamatopoulos helped out and observed, “I never saw more than three or four takes being done. Because there’s no audience, you don’t have to do it again and tell the audience to laugh again.”

Another perk of no laughter was the flexibility of pace. “The laughs are so disruptive to me when I watch a sitcom,” Louis told Howard Stern. “If you take the laughs out you can get faster and slower, faster and slower.”

With the cameras aligned and lack of laughter, it was fertile ground for the actors to shine. Louis repeated over and over how great everyone was. Somedays he would tell actors that this take was it, and if they wanted to do something good they should do it now. “Pressure is really good for good actors,” Louis told Simmons.

Stamatopoulos added, “I know the actors all loved working on it. It was such a fun experience. When I was there they would finish shooting halfway through the day, which is unheard of. Louis would look around and say, ‘I guess that’s it, we can all go home!’ It went so smoothly.”

Efficient filming was good, because it was expensive. Louis’s initial plan was to film four episodes, at a cost of $500,000 each. “I can spend two million bucks on this show, and it’ll hurt, and it’ll leave me with no cushion in life,” Louis said, “but I’ll go on the road after that and make it back.”

Easy and simple enough. Then 4 episodes became 10, and Louis had to take out a line of credit to pay for the show. Making it, Louis said, was like being an ATM machine. Howard Stern summarized it as “money shooting out of your asshole.”

It wasn’t as if he couldn’t get the money. Stern asks why he didn’t just take Horace and Pete to FX. Lorne Michaels begged him to get financial backers. Louis wanted to do this on his own for a few reasons.

Experimentation. What if this is released on a Saturday? What if it’s only available from a website? What if each episode is filmed in a week? What if a season is filmed in ten? What is it like to own a TV show? Louis wanted to experiment his way to these answers.

Beholden to executives. While Louis liked FX, he didn’t want to answer to anyone for this show. Television, Louis noted to Marc Maron, has a certain economic structure.

“I want to do this show for years I thought, but every time I took a big dramatic or tragic turn on the show, I thought, the only thing that keeps you from doing that in a sitcom or any series is that you need to stay within the margins so the show stays the same and so it can stay on the air. The decision to make big moves on a television show is economic.” Louis didn’t want the show’s path to be dictated by the reins of advertising.

Louis added, that the content was extreme, and “I didn’t want to convince anyone of anything or risk their money when I knew I was taking a deep risk.”

Responsible to employees. When Louis said he wouldn’t return for another seasons of Louie it was hard. He was the center of a universe of employees. If he left, that universe would collapse.

He kept doing Louie for so long because, “I wanted to pay them off as long as I could and once we were getting Emmys and stuff, that means a lot to them. So I milked that as long as I could and some of the people that worked for me, that make a living working on my show…. It was very hard to tell them you’re all fired. And tell all these people, I quit. That’s very hard to do. That’s a lot of pressure.”

Louis’s go-it-alone loan was risky, but he had a plan. For starters, there was no promotion budget, which can exceed the production budget. More important, Louis owns a television show.

In his interview, Bill Simmons called it the current media alley “an Anchorman style fight for content.” Louis framed it like an investment. One that looks to be doing well. “By the summer, the whole show will have paid itself off,” Louis told Howard Stern.

The initial media hullabaloo missed these nuances Simmons joked about buying Louis lunch, and he responded, “I’m so not broke,” however, “it’s not a bad place for the story to start.” Louis expected this response, “Louis C.K. lost all his money on Horace and Pete and it was a total failure is a very clickable story.” Normally a network will have someone that enlightens the media about what’s going on, Louis kept them in the dark.

What’s money for anyway? Louis told Charlie Rose, “to me it’s more interesting to do something than to have it stored up somewhere, you know, sitting, accruing interest. I could be dead tomorrow.”

This all only worked the way it did because of the confluence of Louis’s skills. He knows how write, produce, film, act, direct, edit, and publish shows. He may be the only one. Louis told Charlie Rose that he thinks of his set of skills like merit badges or a more techno-friendly metaphor, like the Matrix.

“When there is a helicopter and he says to her, you know how to play helicopter. And she goes wait a minute and she loads the program. Now I do. Well, anyone can do that. It just takes longer. You can just load a program. So, now I know how to create a multi-camera drama and mount it the same week that I shot it. And how to direct many great actors which I had never done before.”

This “loading” took a lot of time to learn. Louis and Marc Maron reminisced about how long they struggled to make it.

“We fucking slogged,” Louis said, “with no hope of reaching it, for each of us, 25–30 years of running in place, of building skill and not know if anything was going to work out and that the odds were very against us.”

With the right skills, money in the bank, actors on set, and — highlighted — scripts in hand, what did a normal week look like?

They found this rhythm in the first week, thanks in part to the skills of the actors. The cast did a table read on Monday, rehearsals on Tuesday, shooting Wednesday, Thursday, edits on Friday and each episode was emailed out on Saturday.

Saturday was a very deliberate choice. Louis told Bill Simmons that it’s even more obscure that a ‘Friday news dump’ because it’s not even part of the workweek. Charlie Rose questioned this choice too, saying, “you didn’t roll this out with a lot of fanfare.” No, said Louis, “it was the opposite, I made it a secret.” Why?

Louis told Bill Simmons, “the event of the show was meant to be an intimate experience.” If you were watching along you weren’t supposed to know if an episode would come, or when, or how long it would be. Louis explained to Charlie Rose, “one of the things they liked about ‘Horace and Pete’ was that they got an email from me, that I sent to them saying the next episode is ready…it was very bespoke.”

This intimate release was exemplified by the ending. Episode 10 was the final episode, but no one knew this when it was published. Louis wanted people to watch the ending without knowing it. The last episode was emotional for the cast too.

Louis told Rose: “When we shot the last episode it took me awhile to recover from it. I never had an experience like that. Because I didn’t have to act, I didn’t have to conjure something from my past or figure out how to get there. I was just very upset for real. And all of us, we traded e-mails me and Alan and Edie and Steve, traded e-mails.”

The process also stirred up other ideas. “It really inspired me. When I got off that show, I came back to my studio and wrote a whole screenplay,” Louis said.

Louis’s experiment will continue. After releasing the final episode on April 2, he appeared on The Tonight Show with Jimmy Fallon. He did an interview tour too, sitting with; Marc Maron, Bill Simmons, Charlie Rose, and Howard Stern. Louis has plans to eventually sell the show to a network or online distributor. He also submitted the show for an Emmy.

Awards and money don’t really matter though. If this doesn’t become a critical or financial success, that’s okay. Louis isn’t worried about failing at something new. “I’ve done other things I haven’t done before,” Louis told Charlie Rose, “And also if this doesn’t go well, what’s the big deal?”

For now, Louis says he needs to get back into standup. “I’m going on the road now for a year. I’m clearing the decks,” Louis told Rose, because “I haven’t been as good at stand-up as I was in like 2008 to ‘10.”

This bothers Louis because he feels like his profession is stand-up comedian. “It’s an awful feeling, yes. It feels like I’m betraying the audience and also I’m betraying the thing I’m doing.”

Thanks for reading, I’m [@mikedariano](http://twitter.com/mikedariano) on Twitter.