Photo courtesy of Think Films Fred Willard is just one of a plethora of dirty comics in this very dirty film. "The Aristocrats" opens tomorrow.

It's coming to a theater near you

"The Aristocrats" is probably the most star-studded film in Hollywood history. But surprisingly, what's drawing critics and audiences alike to this homemade film is its reputation for being one of those indescribable films that you have to see for yourself to understand.

This may be because it is a film of another color, one that doesn't quite fall into any category of cinema. It centers around one joke, the oldest and coincidentally the dirtiest joke in history, told and performed by some of the best-known comedians in the world.

Director Paul Provenza takes his best shot at describing his own film as a giant cocktail party that moves from idea to idea with the participants joking and commenting along the way. The characters, 100 of Provenza's closest friends, just happen to be the funniest and most well-known people in comedy.

"It's not what you think it is. It says a lot about creativity and freedom of expression," Provenza said. "The fact that (the joke) is filthy is not what it's really about."

Although it is not a documentary, "The Aristocrats" gets its documentary feel because Provenza, along with co-creator Penn Jillette of Penn and Teller, took more than four years and 140 hours of footage, filming each comedian in his or her own personal space. It required much traveling and schedule balancing, but it was very important to Provenza and Jillette for the comedians to feel comfortable and natural, which is why they shot without extra lights and makeup.

"It captures what it's like to hang out with the funniest people in the world behind closed doors," Provenza said.

Provenza believes the sense of joy in the film comes from the fact that only those who showed a real interest in the film became involved with the project.

"Nobody in the movie was talked into it. If people said no, we didn't ask why," Provenza said.

Not only does the film allow audiences to view a different intimate aspect of the comedians' lives, each telling of the joke offers a different and unique experience for the audience.

Provenza encouraged the nature of the film to push social boundaries.

"We say put on your good clothes and come and roll in the mud and we don't care where it goes," Provenza said.

The film's success has far exceeded Provenza expectations. It became the first film that critics for the Sundance Film Festival committed to for 2005, after originating as a home movie that Provenza suspected would only sell 1,000 copies on the Internet to comedy geeks.

Since it has taken off in the theaters, audiences have been inspired to do their own version of the joke. Provenza, along with thinkfilmcompany.com, organized a national contest where people can submit their own versions of the joke using any means of creativity to www.thearistocrats.com.

First-prize winners will have their version of the joke on "The Aristocrats" DVD from both the live action and non-live action categories, and the top eight runner-up performances will win a Think Film DVD prize pack.

Provenza is intent on stressing the obscene nature of the film, because he wants audiences to be aware of what they're getting themselves into.

"If you've ever been offended by any word, it's already in there 400 times," Provenza said.

But perhaps more importantly, Provenza believes this film acts as a gateway into the comedy community.

"People are starting to get the idea that there's a lot of good comedy out there," Provenza said. "In this one little joke, the whole world of comedy opens up."

All contest submissions must be sent to Be an Aristocrat Contest, P.O. Box 663, Prince Street Station, New York, NY 10012 by Sept. 30.

"The Aristocrats" opens tomorrow at CO Catalina Cinemas 6, 2320 N. Campbell Ave., and Century El Con 20, 3601 E. Broadway Blvd.