Mark Waters Discusses ‘Bad Santa 2’, an R-Rated ‘Mean Girls’, and Tricking the MPAA.


Director Mark Waters has been actively working in Hollywood since 1997. His directing career started with the independent dark comedy “House of Yes” starring Parker Posey, Josh Hamilton, and Tori Spelling. Since then, Waters has gone on to direct several hit films including the remake of “Freaky Friday,” “The Spiderwick Chronicles,” and “Mr. Popper’s Penguins.” Even with plenty of films under his belt, Waters is probably best known for directing the Tina Fey inspired “Mean Girls,” which still to this day is one of the most discussed films released in the past two decades. 

Since House of Yes, Waters has never directed a film with an R-Rating but with “Bad Santa 2 that all changes. “Bad Santa 2 is the return of Willie (Billy Bob Thorton) to the big screen. The original Bad Santa, which was released in 2003 was a surprise hit and became a cult classic. Audiences loved the idea of a raunchy Christmas comedy, and “Bad Santa delivered the goods. 13 years later, Waters takes on the drunk and bitter Willie.

I was luckily enough to have the opportunity to spend 30 minutes on the phone with Mark to discuss the film as well as the rest of his filmography. We had a blast talking about everything from “Bad Santa 2” to knowing what you can and cannot show when presenting the film to the MPAA. Check out the interview below and let us know what you think about “Bad Santa 2” and our interview with Waters in the comments below.

Mark Waters

Mark Waters: Hey, Scott, how’s it going?

Scott Menzel: I’m doing pretty great. How about yourself?

Mark Waters: Pretty good, I’m in the middle of a traffic jam, but that’s the perfect time to chat.

Scott Menzel: Oh, fun times. You got to love LA.

Mark Waters: Well, at least we have apps like Waze nowadays. It eases the stress. Anyway, did you get a chance to see the movie?

Scott Menzel: I did, and it’s always interesting when you see a sequel, especially for a comedy film, that gets made so many years later. I think this is one of those situations where I think so many liked the original so the expectation level is very high. What was that process like for you? Were you nervous about coming in to do the sequel?

Mark Waters: Not really. I mean, in a weird way, I kind of feel like there’s something that, expectations get lowered the longer it takes to make the sequel. It’s like a magnet. The power kind of starts to dissipate as you get further in the distance. It’s almost like, oh yeah, there’s that wonder and nostalgia for the first movie, but it’s not like it’s something that’s clear and present. It’s not like doing Captain America 3, where you have three films within a five-year span, you know?

I think because we’re able to have Thurman Merman come back to the movie. Thurman Merman is now a 21-year-old, and you can have jokes about him getting his cherry popped, it’s all like, okay, we’ve got to reinvent this a little bit. Of course with the pleasure that, you know, that Billy Bob’s character Willie is a character that never changes, ever. We aren’t expecting any growth from him, so that kind of makes it relaxing that you don’t have to worry about servicing some new arc for him or anything like that. He’s going to be Willie no matter what.

But all in all, when I came on, and they had this conception of having his mother and then a new kind of scheme to steal money involving the mom. And the fact that I sent it to Kathy Bates and she was immediately interested. It just felt like we’re reinvigorating this in a way that is just going to be fun.

Scott Menzel: As your role as a director, do you think it’s a little daunting to kind of take over a project, when like you weren’t the director on the first one?

Mark Waters: I mean, it could be, I mean there’s certain things where I look at things and I go, why are you doing a sequel? Or why are you doing a remake, for instance, I did a remake of Freaky Friday, and I remember thinking “oh my God, don’t you dare remake Freaky Friday.”  I love that movie, and then I watched it, and I was like, oh this movie is goofy.

Scott Menzel: Oh, I totally get it. The original Freaky Friday is so goofy and cheesy, but that is part of the fun! It totally fits the era that it was made.

Mark Waters:  I loved it as a kid, it was very hokey. Oddly enough, they weren’t even playing each other. It was just this kind of bizarre performance where they were just doing their own thing. And I thought, well you know what? We can remake Freaky Friday and make it feel a little more organic and real and funny.

And the same thing applies here. When I watched the original, and even though I loved the first movie, I still thought, yeah, it’s an odd film. And as you probably know, it had multiple chefs in the kitchen to get the movie finished and a lot of turmoil in getting it made. And you can kind of see some awkward Frankenstein aspect of the first film as well as a very kind of odd, laconic pacing that sometimes is beautiful and perfect when dealing with Willie’s character and sometimes it just feels strange.

Scott Menzel: Right. It’s been a while since I saw the original, but I can totally see that.

Mark Waters: And so I think, let’s take this and make this kind of feel very tonally consistent. And we know the places in the first movie that worked well and where the tone was perfect. So, I suggest emulating that part of the film. And there’s certainly no shortage of homages to the first movie like Willie’s pizza-spitting scene and things like that.

But also knowing that okay, we don’t have to duplicate some of the other aspects that were just a little more awkward. And you know, hopefully, have something that’s operating on all cylinders all the way through.

Scott Menzel: Yeah. I think it’s interesting. You had enough references from the first film in this new one that served as a reminder, like, oh, this is why people loved the first movie, right? So there was a lot of that in this movie.

Since, you brought up Freaky Friday earlier, and I was going to open with that and tell you that I loved Freaky Friday and Mean Girls. I’m sure you hear that all the time because Mean Girls is probably the movie that launched your career, I would think, because that’s the one that, to this day that people quote regularly

With that being said, I’ve noticed the pattern with films you direct and that you’re very much into making comedies. What is it about the genre that draws you to the comedy world?

Mark Waters: You know, it’s hard to put my finger on it. I mean a lot of times there’s certain things that are like way more dramatic that I develop and try to get made that just don’t get off the ground. And I think there’s something about the fact that I’ve had success doing comedies and that people are more likely to say, “Hey, we’re going to green-light or bring you on to this project because we want somebody who actually has shown that they have a sense of humor, and know how to kind of get the right tone or performance out of actors,” and so forth.

And beyond that, there’s a personal thing which is that I just love to see all kinds of movies. I love thrillers, I love action, I love hardcore dramas. There’s certain movies that I don’t see myself being excited to go on the set every day and make. And so you know I see some of these movies that are rightfully acclaimed and Oscar movies that I say to myself, “Oh my God this movie’s amazing” but I can’t imagine showing up to work every day and not having permission to laugh.

I think it’s kind of like a dinner party where people do nothing but talk about the environment and politics all night. It’s like, well that’s great, but I also like to laugh at my dinner party. And I think in my movies, I’m always attracted to funny people. I’m attracted to things where you’re going to find the lighter side and find a way to have jokes and have laughs. And that’s something that I’m attracted to in life, as well as movies and art, you know. I like the entertainment of it, and if I’m given two things I’m reading at the same time, the one that makes me laugh and that I find funny is the one I’m probably going to gravitate towards.

It’s hard to have any perspective on your career because people assume that you make these perfect choices in a world like you get complete control over what you’re doing from one movie to the next. But it isn’t like that. It’s kind of like a lottery ball machine, where you put a lot of things in that interest you, and see what you’re lucky enough to have kind of fall into the slot. And you know, it just so happens that for me, a lot of times, I get the chance to make comedies.

Scott Menzel: I was just curious about that because even going back to your first film, “The House of Yes” was a dark comedy. I think I’ve seen every single one of your films, including “Vampire Academy” which has comedic elements to it as well.

Mark Waters: Good man. That’s funny, because like you know, I certainly paced through it myself. “The Spiderwick Chronicles” is more of an action-adventure and “Just Like Heaven” is more of a love story. But even with both of them, I leaned into what was going to be more fun and comedic of both of those kinds of stories.

And even “Vampire Academy” was not your classic vampire film and it wasn’t like “Twilight,” it was kind of very sincere. If anything we were trying to make fun of things, and Zoey Deutch’s character was a real wise ass.

Scott Menzel: I loved her in that film.

Mark Waters: And I think that’s something that, without that aspect to it, I’d find that I’m probably not the guy who’s going to be attracted to it. So that’s interesting you say that.

Scott Menzel: Well, you know another interesting thing is that the majority of your films, let’s say “Freaky Friday,” “Mean Girls,” “House of Yes,” “Just Like Heaven,” “Ghosts of Girlfriends Past,” and “Vampire Academy”  are mainly female-driven films.

Mark Waters: Yes, you could certainly say that. Even “The House of Yes” one could argue that too. Parker Posey certainly drives that movie, so that’s another one that falls under the same category for sure.

Scott Menzel: So what was that like? That’s an interesting thing because I feel like with Bad Santa 2, even though Kathy Bates and Christina Hendricks are in the film, I feel like the central plot is all about Willie, and kind of like the heist and everything surrounding that. Were you ever inspired to kind of switch it up and kind of make like more of a female-driven to take Willie out of the spotlight?

Mark Waters: No. It’s interesting that you say that, there are two other movies where I  look back and say okay, well this is clearly a male protagonist, like, “Ghost of Girlfriends Past” was Matthew. “Popper’s Penguins” was with Jim,  yet interestingly enough, the primary audience for those films were…

Scott Menzel: Female.

Mark Waters: I knew going into it, was going to be female.

Scott Menzel: Yep.

Mark Waters: And with “Mr. Popper’s Penguins”, it was going to be a family audience. Which is as you know, are primarily driven by mothers.

Scott Menzel: Absolutely.

Mark Waters: When mothers love a movie and want to bring their kids, and Mr. Popper’s Penguins was a movie that the mothers sat in the movie and enjoyed it even though it was male dominant. I think in many ways you’re a student saying, this (Bad Santa 2) is one of the first movies where not only is it a male protagonist, but the primary audience for the movie is going to be male. And I knew that going in and so it was completely fun for me.

You know, I have a very female-dominated life. I was raised by my mother as my dad left the family pretty early. And her mother, my grandmother, was a real matriarch. I have two daughters and no sons, so I go home and bathe in a bath of estrogen every day.

But at the same time, I used to be an athlete. I have a brother and am very much of a guys’ guy who will sit and spend an entire Sunday watching football, but I usually don’t get to do that in my work. The tone of humor in “Bad Santa 2 is how I would talk with my brother and my friends meaning it is completely no holds barred and it is something that I’ve never been able to do in a movie until now. Usually, I’m the person who’s always re-tailoring something.

Like in “Mean Girls” we had to go back to the MPAA like five times before we got the PG-13 rating. And we kept on having to shave it back and shave it back, and make it a little bit more palatable. Like all the fine-tuning stuff that in this movie, we didn’t have to deal with at all with “Bad Santa 2. It was like oh, let’s just go balls out to the wind and just go for the raunchiest version of the joke right from the get-go. You know, it was extremely freeing, frankly. It felt great to be able to just not have any shackles on in that way. Any woman who comes to see “Bad Santa 2”, maybe they’ll love it, but’s it’s not like they don’t go in with both eyes wide open knowing that this is going to be a really dirty movie. Which is something that with the male audience, is nothing, no kind of deterrent but just an attraction.

Scott Menzel: Yes, which I think is funny because of that point you made earlier about females mainly going to see your movies, I think that’s really right on the money. And I think this is the first film where I can see a primarily male demographic going to the theater to see this movie.

Mark Waters: You know the audiences that I tested the movie with, women really liked the movie. But obviously, it’s going to be somebody who has a taste for humor that can get really blue, like we do.  The good thing is that Kathy and Christina’s characters are both really strong women, and so they’re strong characters and strong women. So it’s not like the movie exists in the land of disrespecting them. It’s just necessarily with Willie, and his lovable vagabond nature is something that is truly attractive to women.

Scott Menzel: So, the idea of women liking the bad boy?

Mark Waters: Yeah.

Scott Menzel: You brought up “Mean Girls,” and I have to ask, do you feel like it was harder to go back in and trim it, and trim it and trim it? Was it something that you personally wanted to do, or was it the MPAA, or was it something where the studio was saying, “You have to have this as a PG-13 rating.”

Mark Waters: Oh yeah, the PG-13 rating was a done deal, it was even in my contract.

Scott Menzel: Okay.

Mark Waters: So I had to deliver a PG-13 movie because they knew that the primary audience for the film was going to be girls and women ages like 12-25. And that if you don’t get the PG-13, you’re not delivering to the core target demo.

The funny thing about “Mean Girls” is that the original script for it was an R-rated script. They’ve leaked Tina’s first draft which was filled with f-bombs and it was great. I mean in the original script, Regina George cussed like Joe Pesci in “Good Fellas.” It was super funny, yet by the time it came around to meeting with the studio, Tina and Lorne about it, the film had already become officially a PG-13 movie.

But it was interesting when I was working with Rachel McAdams, who is the nicest person ever and is this very sweet, Canadian girl. She, at first had trouble tapping into the hostility and rage and testosterone of Regina George. One thing we’d do in rehearsals is I would bring back all the swearing from the original script. So basically she was like, “Are you fucking kidding me? You think you’re fucking pretty?” Like everything we did had a fuck in it, and we would rehearse like that, and then when we shot it, we’re like okay, take the fucks away. And she was able to get the tone of it by being freed up to be as vulgar as she wanted. It was kind of funny.

I also remember back then, that there was this real double standard within the MPAA that we used to our advantage as it was the same year that “Anchorman” came out. In “Anchorman,” Will Ferrell walked around with an erection inside his pants while they were trying to give us an R rating and “Anchorman” was PG-13 by the way.

Scott Menzel: Yeah. I saw both films in the theater that year.

Mark Waters: They said, “Oh it’s because this girl says she has a wide-set vagina” and we laid into them about that. “How sexist is it for you to say, that she can’t describe her body parts in a very medical way in a non-sexual term, and you say that that gives us an R-rating, while in “Anchorman” you allowed the main character to have an erection?” I think they felt a little shamed and they finally relented and gave us the PG-13.

Scott Menzel: I’m sure you’ve dealt with so many struggles with the MPAA. That seems to be something that every filmmaker seemed to have some debacle with them, about one thing or another.

Mark Waters: Yeah. I was a little concerned on this one when they came up with the idea of tea-bagging.

Scott Menzel: Oh I am amazed you got an R-rating.

Mark Waters: Yeah exactly, the fact that we got R rated and we still got to do the tea-bagging was such a thrill for me. Because we thought “oh God, that tea-bagging scene is going to get kicked backed” but then we got away with it, so there you go.

Scott Menzel: Yeah. Personally, I was amazed too, because not only by that but the amount of sexual acts in this movie. I guess because you don’t show it, it didn’t matter?

Mark Waters: Yeah that was key. All of that stuff that you can do, it’s actually one thing that I knew going in because both actors, Jenny Zigrino and Christina Hendricks were worried about being nude on screen. I said, “No, you’re not going to be nude.” Like nobody is going to show anything. Because I had already learned that if you have any nudity, then sexual thrusting becomes something that they start to count thrusts. And they’re like, “Oh no, you can’t do more than this many thrusts if I can see a breast.” But if you’re fully clothed, you can do as much thrusting as you want. They were relieved because they knew they wouldn’t have to do any nudity and I knew we were going to get more jokes out of it that way.

Scott Menzel: Yeah. I thought that was interesting because there were so many jokes like that, where I’m like it is very easy to visualize what is happening. I see so many movies that I can visualize most of the scenes and know exactly what’s actually “happening.” So part of me, I was like how did they get away with that? But then when you mentioned what you just said and I’m like, yeah, that makes sense. That makes sense. Regardless, I am amazed that you got the tea-bagging stuff.

Mark Waters: Well, thank the Lord it got through.

Scott Menzel: You’re doing so many other things, too. I saw that you have six upcoming projects. You’re staying busy. That’s for sure.

Mark Waters: Yeah man, I start shooting a movie in two weeks. I started shooting a film for Disney with Jeffrey Tambor, Adam Devine and Gillian Jacobs called “Magic Camp”. I’m driving on a tech scout right now, to prep that movie. And then I’m also doing a TV project for E network with my brother called “Fashion Victim.” It’s kind of “Devil Wears Prada” meets “American Psycho.” And we’ll probably be rolling from one project to the other.

In the meantime, I’m also getting to talk to you, and hopefully publicize this movie and get it out there.

Scott Menzel: Those two projects sound interesting. Going back to “Bad Santa 2” for a minute, how do you feel about having that release date? I feel like they gave you a daunting release date.

Mark Waters: Oh I love this release date. I think it’s a great release date because it’s difficult, but it’s tough to get screens, but it just so happens that there’s nothing else out there. It is like this wasteland of comedy.  Sure there’s “Fantastic Beasts,” “Moana,” but besides that, like there’s “Almost Christmas” but that came out a couple of weeks ago, or last weekend, and then “Office Christmas Party” releases in the couple weeks after us. But we have this nice chunk of time where there’s not any fun, adult comedy out there for awhile. So even though it’s a crowded marketplace, I think we’re the only people who are appealing to that audience, hopefully.

At least my lips to God’s ears on that, let’s wait and see.

Scott Menzel: Yeah. I think you have a unique target audience for that date. I associate Thanksgiving with family time. It’s the same thing with Christmas. You always wonder why they put so many serious movies out, when you know everyone’s going to see whatever the Disney movie is that week, you know?

Mark Waters: Yeah.

Scott Menzel: That’s what I was wondering about the release date.

Mark Waters: I mean in a weird way, you think “Bad Santa” has become this interesting, perennial for people who have a more rebellious attitude towards family time. I think people appreciate having something where, it’s not pure and sincere, and where they can get kind of a raunchy laugh, or get away from their family and see it and have a good laugh.

Scott Menzel: Maybe, it is difficult to say. I’m glad you brought up that “Magic Camp” movie earlier because I’m excited for you for getting that project. Like I said earlier, I loved “Freaky Friday, ” and I just remember seeing that back in the theater, and thinking the same thing, like, “Why are they remaking this?” And then I saw it, and I’m like, “Oh, this is lovable.” You got to work with Lindsay Lohan during the period where I was so sure that she was going to become this huge thing and it’s so sad to see what happened to her.

Mark Waters: Yeah. She was great in those films.

Scott Menzel: But going back to “Magic Camp” which is being done by Disney, you must be so excited to work with them again. They’re on fucking fire. Let’s just put that out there, right now.

Mark Waters: Yeah. Well, they are certainly a company that has been run so well. The fact that they went in and bought Marvel, Pixar, and everyone’s like, oh, you overpaid. And then after a few movies like, oh crap, they underpaid. The company looks super smart, and they’re nice people, too. It’s an entirely different group of people from when I made “Freaky Friday” that’s working there now. But it’s a friendly group, and they’re smart and easy to work with, so it’s been good.

I like the toggling back and forth. The fact that I was able to do hard-R-rated raunch, and then be able to jump back and do a PG-rated family film with magic, which I love. It’s going to be fun and a nice change of pace. And my kids will be allowed to come to the premiere of this one, as opposed to “Bad Santa” where I can’t even let them see the trailer.

Scott Menzel: So did you guys do the premiere yet for it?

Mark Waters: Yeah, the premiere was in New York.

Scott Menzel: Well Mark, I want to ask you one final question, and then I’ll let you go, and I appreciate that you took 30 minutes of your time to talk to me today. I know you just flew back into town this morning, so you must be exhausted.

So my question is, how would you sell this movie to people? What would be your final pitch be to audiences?

Mark Waters: I’m the wrong person to ask. I would say just the one thing, which I learned from test audiences. If you love the first movie, you’re not going to be disappointed, and you’re going to feel like we honored it while still amplifying it. And if you didn’t see the first movie, I think you can love this film without knowing anything about it going in. And you’ll be able to get a kick out of it and not be worried. Maybe you’ll go back and revisit and see the first movie after, but you don’t need to.

Scott Menzel: Awesome. All right, Mark, well thank you so very much. I’m very excited, and hopefully, I will get to talk to you again shortly when you are at Disney. I usually go to most of their press events.

Mark Waters: Awesome. Yeah well very cool, spread the good word. Thank you.

Scott Menzel: All right and I hope you have get to spend some time with your kids and wife this weekend.

Mark Waters: Yes, I will, me as well. All right, you take care.

Scott Menzel: All right, have a great one.

Mark Waters: Bye bye.

Scott Menzel: Bye bye.

Written by
Born in New Jersey, Scott "Movie Man" Menzel has been a film fanatic since he was three years old. Growing up, he watched as many movies as he could and was highly influenced by Tim Burton, John Hughes, Robert Zemeckis, and Steven Spielberg. Scott has an Associates Degree in Marketing, a Bachelors in Mass Media, Communications and a Masters in Electronic Media. He has been writing film reviews under the alias of MovieManMenzel since 2003 and started his writing career as a contributing critic at and In 2009, Scott launched where he posted several of his film reviews but in 2011 decided to shut down the site when he launched We Live, which he founded. In 2015, We Live Film became We Live Entertainment. The domain name changed occurred after months of debate but was done so that he and his fellow staff members could write about anything and everything in the world of entertainment.

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