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“The guests have no idea what is about to happen next _ that is the one thing we can say,” says Aukerman, who directed and co-produced the series, as well as Sunday’s special. “The guests are not prepped on what’s going to happen.”

Steve Carell, who co-starred with Galifianakis in “Dinner for Schmucks,” tried (unsuccessfully) to turn the tables on Galifianakis’ rudeness.

“You go in and you play around,” says Carell. “You just have to choose an attitude when you go into that. Mine was on guard, that I was aware of what he does to people and I’m not going to let him do it to me. And then he still does it to me! Which is so good.”

Laughter can be a problem. Aukerman jokes that he doesn’t allow it on set, “like James Brown fining his band members for missing a note.” Says Carell: “They did some very severe editing to edit around all the break-ups.”

Theron also inverted the usual dynamic by flirting with Galifianakis, disarming him.

“I show up and Zach’s like, `Yeah, it’s getting a little boring so we were thinking we’d go the other way,’” says Theron. “It was so much fun. Everything’s so much on the spot.”

She described it as taking a leap of faith by following Galifianakis’ lead: “If he’s jumping, I’m jumping too.”

Galifinianakis asks that his guests show up without “their people,” and he says most have complied.

“Most of the earlier ones were shot in a storage shed in Hollywood,” he says. “When you get big name actors to show up to film in a shed, they kind of know what we are up to. I remember moving junk to make room for the ferns.”

For “A Fairytale of New York,” Galifianakis and Aukerman studied an old Walters special to absorb the camera movements and gauzy soft focus. Aukerman says it was more for inspiration than parody: “Except for the flowers, we just substituted the ferns.”

Galifianakis has continued to make “Between Two Ferns” while his film career has grown considerably. But there’s a sense that the show is coming to a close. The special, shot over the last few weeks, is the first “Between Two Ferns” in a year.

“We kind of feel the show is at an end,” says Galifianakis. “I have an idea for another talk show that does not involve entertainment types.”

More episodes may follow online, though, and a DVD release featuring outtakes is planned for later this year.

The final word on “Between Two Ferns” perhaps comes from Fey, who after suffering a number of demeaning comments about her “lady comedy,” levels an analysis of Galifianakis’ show.

“It’s almost like you’re being willfully obtuse in these questions to make some sort of vague point about the fatuous nature of celebrity interviews,” she tells him. “It’s almost like: `Oh, I’ll be rude to a celebrity to prove that I’m too cool to be caring about celebrity, at the same time increasing your own celebrity.’”

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