It all began with a dream—Joaquin Phoenix’s dream, to be precise.

As filming for the first “Joker” was coming to a close, Phoenix confided in director Todd Phillips that he wasn’t ready to leave the character of Arthur Fleck behind. Phoenix had envisioned Arthur on stage, performing in front of an audience, cracking jokes and breaking into song. This idea struck a chord with Phillips, who was already considering a sequel. The pair tossed around the idea of taking their act to Broadway but soon realized the logistics were too challenging.

“We thought about doing it at the Carlyle as a smaller, more intimate thing,” Phillips recalls. “But then COVID hit, and that idea was shelved.”

Despite this setback, Phoenix’s concept—that Arthur, who struggles so much in the real world, could find a way to express himself through music—stuck with Phillips and his co-writer, Scott Silver. Fast forward five years and one global pandemic later, and “Joker: Folie à Deux” is about to make its debut at the Venice Film Festival. Phillips, however, is anxious about how this unconventional sequel will be received, particularly since this time, instead of facing off against Batman, the Joker will be singing and dancing with Lady Gaga.

“Why do something if it doesn’t scare the hell out of you?” Phillips asks, his voice tinged with excitement. “I’m addicted to risk. It keeps you up at night, makes your hair fall out, but it’s the sweat that keeps you going.”

The first “Joker” was a high-stakes gamble that paid off, becoming a billion-dollar hit and earning Phoenix an Oscar for Best Actor. The gritty, dark portrayal of a mentally ill loner resonated with audiences, proving that a challenging film could succeed under the guise of a comic book adaptation.

“The question was, how do we top that?” Phillips says. “The only way to do it was by taking an even bigger risk. There were days on set where I looked around and thought, ‘What have we done?’”

The answer was a full-on musical—a genre typically associated with the likes of Judy Garland and Fred Astaire. But in “Joker: Folie à Deux,” it’s used to explore the unraveling mind of Arthur Fleck, who is now on trial for multiple murders.

“Todd took a massive swing with this concept,” says Lady Gaga, who plays Harley Quinn. “There’s music, dance, drama, courtroom scenes, comedy, happiness, sadness. It’s a testament to Todd as a director that he chose to be creative rather than just telling a conventional love story.”

But will the audience, especially the young men who flocked to the first “Joker,” be willing to embrace such a radical departure from the norm? Phillips is betting that they will. He’s leveraged the success of the first film to secure a much larger budget for the sequel, though he dismisses reports that the budget hit $200 million as “absurd.” Phillips is more concerned with the creative process than the price tag, arguing that the focus should be on the film’s artistic merits rather than its cost.

“I read these stories that seem to side with the corporations,” Phillips says with frustration. “Why does it matter how much it costs? Shouldn’t we be celebrating the fact that we got this money and used it to hire a bunch of crew members who can now feed their families?”

Phillips and I are having this conversation over breakfast at the Chateau Marmont, a Los Angeles landmark known for its history of wild parties and celebrity antics—a fitting backdrop given Phillips’ filmography, which includes raunchy comedies like “Road Trip” and “The Hangover.” The Chateau was also Phillips’ home for two years when he first moved to LA, writing “Old School” while Britney Spears lived next door.

“I was getting invited to employee birthday parties and celebrating Thanksgiving with the staff,” Phillips says with a chuckle. “Eventually, I realized I’d been here too long and needed to get my own place.”

Phillips is more intellectual than his past work might suggest, discussing his favorite Scorsese films and the nuances of diegetic versus non-diegetic music. Clad in a gray collared shirt and a “Lake Tahoe” baseball cap, he exudes the vibe of a hip professor with an impressive vinyl collection. But his wild side comes through in his approach to filmmaking.

“Todd and I are similar in that we both thrive on spontaneity and the thrill of failure,” says Phoenix, who responded to questions via email before abruptly leaving Todd Haynes’ latest project. “We love taking risks and doing what we love, even if it means falling flat on our faces.”

Phillips has become one of Hollywood’s most successful directors, even though he’s not yet a household name. His films, which mostly consisted of R-rated comedies before “Joker,” have grossed $3.2 billion worldwide. His success is even more impressive given that he’s managed to maintain his creative freedom by making films on relatively modest budgets.

“He’s always looking to beat the system,” says Robert Downey Jr., who starred in Phillips’ hit film “Due Date.” “He’s like a one-man Ocean’s Eleven. He just wants to take down the casino and leave before anyone knows what happened.”

“Joker: Folie à Deux” might be Phillips’ biggest gamble yet. The film opens with a Looney Tunes-style cartoon starring the Joker, animated by Sylvain Chomet of “The Triplets of Belleville” fame, before diving into prison riots, courtroom drama, and a variety show sequence where Phoenix and Gaga channel a homicidal Sonny and Cher.

“Our goal was to make this movie feel like it was made by crazy people,” Phillips says. “The inmates are running the asylum.”

Set two years after the events of the first film, “Joker: Folie à Deux” picks up with Arthur Fleck incarcerated in a psychiatric ward, facing the death penalty. But after meeting Harley Quinn (played by Gaga), who becomes obsessed with his Joker persona, Arthur stops taking his medication and escapes into a fantasy world that feels like an MGM musical on acid.

As their relationship deepens, Arthur and Harley break into songs like “Get Happy,” “For Once in My Life,” and “That’s Life,” which reflect their evolving emotions. He’s drawn to romantic ballads, while she prefers songs about power. Despite all the singing and dancing, Phillips is hesitant to label “Joker: Folie à Deux” a musical.

“Most of the music is really just dialogue,” Phillips explains. “It’s just Arthur not having the words to express himself, so he sings them instead.”

Phillips and his team struggled with how to categorize the film. “I don’t want people to think it’s like ‘In the Heights,’ where a woman starts singing in the bodega and the whole neighborhood joins in,” he says, clarifying that most of the musical numbers take place in Arthur and Harley’s imaginations. “No disrespect to ‘In the Heights,’ because I loved it.”

The idea of pairing Arthur with a female Joker also came from Phoenix, who suggested it during early discussions about the sequel. This led Phillips and Silver to reimagine Harley Quinn, a character first introduced in a 1990s animated Batman series and later portrayed by Margot Robbie in “Suicide Squad” and “Birds of Prey.” However, Gaga’s Harley is more grounded, stripped of the high-pitched voice, accent, and gum-chewing sass that defined her comic book counterpart.

“We wanted her to fit into the gritty world of Gotham we created in the first movie,” Phillips says.

Gaga and Phoenix brought their musical talents to the film, but Phillips wanted their performances to feel raw and unstable, fluctuating between euphoria and despair. This sometimes meant singing off-key, adding to the film’s chaotic atmosphere.

“We asked ourselves, what would make two people break into song in the middle of a conversation?” Gaga says. “Where does the music come from when only the characters can hear it? Neither Arthur nor Harley are professional singers, and they shouldn’t sound like they are.”

Phoenix agrees. “It was important to me that we never perform the songs as one would in a typical musical. We didn’t want vibrato or perfect notes. The goal was to do something nerve-wracking but honest.” The result is as captivating as Phoenix’s uninhibited dancing in the first “Joker.”

While most musicals rely on pre-recorded tracks, Phoenix and Gaga performed live on set, accompanied by an off-camera pianist who adjusted to their tempo. Phillips then faced the challenge of syncing these performances into a coherent film, a task he describes as a “nightmare.”

“Particularly for Joaquin, so much of his performance is about feeling the moment,” Phillips explains. “You can’t decide that in a sound studio weeks before shooting.”

Both Phoenix and Gaga are known for their intense commitment to their roles. Gaga spoke in an Italian accent throughout the filming of “House of Gucci,” while Phoenix lost 52 pounds for the first “Joker” and maintains a similarly gaunt appearance in the sequel. Phillips doesn’t fully buy into the concept of Method acting, but he acknowledges that both actors take their work seriously.

“He doesn’t stay in character 24/7, but she probably does more of that than he does,” Phillips says. “As a director, I support whatever helps them reach the emotional depth they need for their roles.”

Phillips has always been drawn to moments when a character’s carefully constructed facade cracks, revealing their raw, unfiltered self.

“I love the chaos that comes with that,” he says. “We all present a version of ourselves to the world, but there’s a shadow self that’s always lurking beneath the surface. I’m fascinated by what happens when that mask slips.”

In “Old School,” for example, audiences saw Will Ferrell’s newlywed character streaking through the suburbs after downing a few beers. In “The Hangover,” Ed Helms’ mild-mannered dentist gets drugged and marries a prostitute, breaking free from his buttoned-up existence. “Joker” took this concept in a darker direction, portraying Arthur as a neglected and bullied man who finally snaps after donning a clown mask.

“Todd doesn’t judge his characters,” says Josh Safdie, co-director of “Uncut Gems” and a fan of Phillips’ work. “He’s not exploiting them for shock value, but he’s not sanitizing them either.”

Phillips’ fascination with extreme behavior dates back to his days studying documentary filmmaking at NYU. That’s when he first encountered GG Allin, a punk rocker known for his outrageous onstage antics, including defecating in front of live audiences. Phillips, then 21, spent a year following Allin on tour, capturing the chaos of his performances and the wild reactions from fans.

“He was a fascinating but deeply flawed and dark individual,” Phillips says. “Being around that for a year was intense.”

Phillips turned his footage into the documentary “Hated: GG Allin and the Murder Junkies,” which was released in 1993, just months before Allin died of a drug overdose. His next documentary, “Frat House,” co-directed with Andrew Gurland, explored the hazing and binge drinking culture of college fraternities. Phillips even participated in the hazing rituals, enduring experiences like being locked in a dog crate and showered with beer.

“I’m not pro-hazing, but I understand why these experiences create such strong bonds among these young men,” Phillips says. “It’s a form of shared trauma that links them for life.”

Phillips’ early documentaries, with their edgy, provocative content, helped him break into mainstream filmmaking—a feat that seemed unlikely given his modest upbringing. “I didn’t have any connections in Hollywood,” he says. “But after ‘Frat House’ got into Sundance, Ivan Reitman saw it and hired me to make ‘Road Trip,’ my first studio film.”

On the eve of shooting “Road Trip,” Phillips had a moment of panic and called Reitman for advice. “I asked him, ‘What do I do when I get to set?’ And he gave me a step-by-step guide: Get a bagel and coffee, say hi to the actors, find the first AD. I wrote it all down and followed it to the letter.”

During our breakfast at the Chateau, Phillips insists on relocating our table three times—first because of the sun, then because of loud music, and finally to a quiet corner of the patio. “You’re getting to see the place from every angle,” he quips.

Phillips is known for his sharp wit, which Bradley Cooper borrowed when he played the lead in Phillips’ “Hangover” trilogy. “I was basically playing Todd,” Cooper says. “I mimicked his mannerisms and speech patterns. Todd is a mix of the Rat Pack and John Cassavetes.”

Despite his confidence, Phillips is careful with his words, likely a response to the controversy surrounding “Joker.” Critics accused the film of glorifying violence and inspiring copycat crimes. At the New York Film Festival premiere, Phillips and Phoenix walked the red carpet under the watchful eyes of SWAT teams, reflecting the heightened security concerns.

“I was painted as a provocateur, like I was trying to push buttons,” Phillips says. “But that wasn’t my intention at all.”

Phillips insists that “Joker” was meant to highlight the lack of empathy in society. If someone had understood Arthur’s pain, or if the social safety net had been stronger, perhaps he wouldn’t have turned to violence. The film’s depiction of violence is stark and brutal, but Phillips believes it was necessary to show the real-world consequences of such acts.

“In most movies, they’re killing hundreds of people with dozens of guns. In ‘Joker,’ six people die, but it felt more real, and that made people uncomfortable. Isn’t that the point? Shouldn’t we be showing the true impact of violence?”

Phillips also dismisses claims that “Joker” was a love letter to “incels,” a term he wasn’t even familiar with before the film’s release. “My movie was never about glorifying that kind of person,” he says.

With “Joker: Folie à Deux,” Phillips wasn’t interested in depicting Arthur’s transformation into Batman’s nemesis. Instead, he wanted to explore how Arthur’s breakdown captivated Gotham and how entertainment has become intertwined with real-life scandals. The film draws parallels to modern-day events, like the Johnny Depp-Amber Heard trial and Donald Trump’s courthouse appearances, showing how these spectacles have become entertainment.

“Everything is treated as entertainment now, and that’s both sad and troubling,” Phillips says. “But that’s the world we live in.”

Despite his return for a sequel, Phillips is ready to move on from the comic book genre. “It was fun to play in this sandbox for two movies, but I think we’ve said what we needed to say.” Don’t expect a “Joker 3” anytime soon.

Phillips also confirmed that he’s no longer pursuing the Hulk Hogan biopic with Chris Hemsworth, citing creative differences. Instead, he’s eager to return to his comedy roots, possibly reuniting with Phoenix for a project that showcases the actor’s comedic talents.

“The world needs more laughter right now,” Phillips says. “The trailer for ‘Joker 2’ says, ‘What the world needs now is love,’ but I think we could all use a good laugh too.”

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