David Duchovny didn't intend for his first feature film, House of D, to be quite so personal. True, the X-Files star based it in the sometimes magical Manhattan of his '70s childhood, where kids play stickball, sneak in to The Texas Chainsaw Massacre, and whores cry out to their pimps from the cell windows of Greenwich Village's titular House of Detention. It's there that young Tommy (Anton Yelchin) learns to cope with first love and growing up with the help of an imprisoned prostitute (Erykah Badu).

Duchovny is careful to explain that Tommy's story isn't his own. But when it came to making the film, he ended up with an unexpectedly close cast. The novice writer-director took on the role of adult Tommy himself. His wife Téa Leoni (Spanglish) lobbied so hard for the part of Tommy's grieving mother that he finally gave in. Casting Robin Williams as Tommy's retarded friend, a meat deliveryman named Pappass, was also a bonus. The funnyman's 16-year-old daughter Zelda ended up playing the girl who first wins Tommy's heart.

Their movie is both a bawdy coming-of-age journey complete with a soundtrack of '70s raunch rock chestnuts and engaging memory piece. Duchovny filmed House of D in New York, and it has the sort of authenticity you can only get from living there. Duchovny, Leoni and rest of the cast spoke to VH1 about how a husband and wife and father and daughter stepped back in time.

David Duchovny: A lot of House of D is taken from my childhood in New York. I saw The Texas Chainsaw Massacre as a kid. It scared the sh*t out of me! My brother brought me into that, because he knew I loved horror movies. I was easily scared. We saw it at the Greenwich Theater and we had to cross town and walk home, and my brother kept on making that chainsaw sound. Aw man. It still kills me.

Robin Williams: A friend said he and his friends would go to the House of D, and if you threw a pack of cigarettes up to the girls, they'd show you their t*ts. He was like, "It was so much cheaper than 42nd Street!"

Duchovny: I had a meat delivery job, too. But the actual movie movie of House of D is fictional. I dressed it in things that I remember. I thought if I made it specific enough, it will be universal in the end.

Anton Yelchin: Tommy definitely has David's sense of humor. David would tell me about growing up in Greenwich Village, which was great because I grew up in L.A., which has no village. The weird thing is that when you watch House of D we kind of look the same. David does this crunching jaw thing, which I somehow picked up.

Téa Leoni: I didn't want to be in the first movie that David was going to direct. But then I read [the script]. Then we were all screwed, because I was really taken by this part.

Duchovny: I didn't know Robin, really. I would say hello to him. He would say hello to me, but we weren't friends. I don't think Robin does movies with friends.

Robin Williams: I met David once in Vancouver. He was doing The X-Files and I was doing Jumanji. The crew member said to him, "Robin Williams wants to meet you." He went, "Yeah, right, Bullsh*t." I went, [in little boy voice] "Hi, Mr. Ducudny. Hi, Fox! You're really groovy. Where's Mulder?" I watched The X-Files big time, especially the first couple of years, when it was the creepiest show. There are a couple of those, like the great Twilight Zones have made it difficult to -- "It's a cookbook! F*CK!"

Duchovny: Robin responded to the script. He said, "It's like an urban fairy tale. I've not seen that." I thought of The Fisher King, but I didn't want to bring that up!

Leoni: I'm in bed with him, in the kitchen, in the living room, nearly lying down as he's backing the car up ... trying to [get his attention]. "Over here!" And it never came. Finally, on the day that he was ready to make an offer to another - and quite better -- actress, I said "Y'know, I really want to play this part." Then I sort of blacked out. I didn't want to see him go, "Oh, okay ... Great, honey ... yeah! Why didn't I think of that?"

Zelda Williams: Is my dad "on" all the time? Well, it's not like there's a microphone on in our living room or a stage in our house. We would all be a little more nuts than we already are. But I can't say it's a normal household. I can't honestly say that there aren't moments of craziness.

Robin Williams: We were rehearsing and going through the script at the house. David still hadn't cast that part. Zelda said, "Can I read for him?" I went, "Sure." She read for him and was so natural that he went, "I think she can do this."

Zelda Williams: David confronted my mom in the kitchen later. He said, 'You know, we've been trying to find Melissa for a while now and I'd like your daughter to send in the tape because I really liked her reading.' At first my mother was like, 'She's doing well in school, let's not ruin this.' Three weeks later I think he finally convinced her.

Robin Williams: It was not like, "You either hire her or I'm gone." She got it on her own.

Zelda Williams: I've been on sets for as long as I can remember, so I don't think it was exactly like some huge change. I felt it was an opportunity that was presented to me and I took it and ran with it. I've wanted to act since I was like 11. I'd bug Mom about it like once a year or something. This was kind of a turning point.

Leoni: I was dreading this idea that I was just going to suck. I didn't want to be that weak link. The nightmare was that somewhere in some paper it says "Nice shot by Duchovny. Too bad about him hiring his wife."

Robin Williams: The first day Zelda was really into character. There was no moment of nerves. She was so relaxed. It took me years to learn what she knew the first day.

Zelda Williams: When I was doing the actual filming itself, my parents kept me grounded and from completely shattering.

Leoni: David didn't have any strange maniacal turn once he got into the director's seat. He was as calm and rational and articulate and brilliant as always. Our working relationship was good. It was sexy and he was charming.

Robin Williams: I don't think I've worked with anybody else who acted and directed at the same time. I saw how hard it is. I'd be in scenes with him and you'd literally see him go, "Did I do that well?" I'd go, "I'm playing retarded. I can't tell."

Leoni: I was in trouble in that scene where I take the sedatives. Normally, I would just approach the director and ask, "How drunk do you want me to be"? But I went to David with total panic and said "I don't get it. Help! Is it two pills? Ten pills?" David gave me some advice that was perfect and soft and quiet. Then he said, "And by the way, you know I love you anyway." I gotta tell you, I've never needed that from another director.

Robin Williams: There was kissing between Zelda's character and Anton's, but I wasn't on set. I'm not there going [waves finger] "No! None of that! You're in a meat locker! That's the only meat we'll see, right? No, no, no. Put it away. PUT IT AWAY!" I'm not going to be there making her any more uncomfortable than it was. It's bad enough having a teamster going during a love scene, "Do you need anything?"

Zelda Williams: While watching the screening my older brother made me laugh. That was helpful, so I wouldn't be completely like, 'Oh my God, someone shoot me.'

Robin Williams: I'm comfortable with Zelda acting. There's been no Paris Hilton videos. But we also want her to continue school. We keep saying things like, "Natalie Portman went to Harvard -- remember that! Jodie Foster got a degree!"

Duchovny: Robin and I are better friends now. I don't think he's had as long a period as he's had by doing movies with friends. You really have to do a movie because you like it or because you're getting paid a lot of money. He wasn't getting paid a lot of money on this one. So I think he did it because he liked it.

Leoni: I could have David direct me again if I could get over the nerves of that thing. "First time it was okay that he hired his wife; second time, what was he thinking?" I don't want to act with him because that's funky. I never want to look David in the eyes and sing somebody else's love song. There are other ladies for him to fool around with. It's kind of legal cheating and fun anyway.