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BRUCE MCCULLOCH (LEFT) AND CARPOOLERS' T.J. MILLER ''Somehow I found all these actors, who I just wanted to be around,'' McCulloch writes. ''People who just wanted to make something cool and couldn't believe we all got to do it''

Last summer I went to see the largest tree in the world. Not climb it or even photograph it, but merely look at it. Every summer my pals and I mutter, ''how many summers do we have left?'' So we go on a man trip. A get-drunk-and-look-at-a-tree kind of trip. And we always talk about ''what we want to do next.'' I had just finished writing a film for a studio and it was like, ''Congrats, they're not going to do it, but they really like it.'' And I was tired of getting paid for stuff that never happened. Or doing work I couldn't explain to my chiropractor between cracks.

We were driving in the carpool lane, almost home. I had to slam on the brakes because the traffic just — stopped. And then I imagined an image: a man having an emotional breakdown in the carpool lane. His briefcase spewing as he ran screaming through traffic. And that was the start of Carpoolers. Also, we had been listening to Dr. Laura on the radio (a guilty pleasure — that we were listening to ironically) and there was a guy going on about having an emotional mistress. An emotional mistress? Great idea — none of the sex and all the guilt. I was thinking about how men do try to communicate but aren't good at it. Really. But we are better at it than it seems on TV. Aren't we? But men are different from women. I have never turned to a man and said, ''Okay, tell me everything and don't leave out any details.'' It's more like, ''Are you still, you know, married? Oh, that new Snow Patrol record is really good.'' Carpoolers was starting to make sense — men forced together and, therefore, all the stuff in their heads just leaks out. ''What would be funnier — if I killed my wife with a jar of pennies or a jar of pickles?''

At home, I turned to my wife and said, ''I'm going to do a TV show.'' And I walked upstairs to my office and starting working. I've edited out the part about me going to sleep and taking several walks, having a sandwich, etc. And in my office I played around with this world. Busy men, happy, playful, tired, a little mean, funny. All the things I can be. See, I'm a firm believer in — it's an idea's job to entertain you, and if it collapses under its own weight, it's the idea's fault. Not yours. But not this time. Within two weeks I was ready to — I hate this word — pitch.

NEXT PAGE: ''The weird thing about showbiz is, you spend 45 minutes in a room with someone and are supposed to know if you want to spend two years with them. 'What if they're a freak? What if I'm not their type of freak?'''


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