Stand up comedian, performer and actress, Luenell, is no stranger to pushing the limits of humor and puritanical decency. The original bad girl of comedy, partnered up with photographer Andy Hartmark and models Ana Foxxx and Justine Joli to prove that you don’t need to spend a boatload of money to have a naughty-good time.

How does it feel to be the first female to direct a Pop Shots feature?

I feel amazing about that.

Any apprehension?

Not for one second. Maybe if I wasn’t such a brash, open-type person who came through the seventies and had been with chicks before… and sort of a blue comic-type person. Maybe if I wasn’t all those things, it might have been awkward. I’m pretty open and fluid and loose and fun and uninhibited.

Did you already have an idea of what model types you were going for?

I was looking for who was different from the chicks I always see. I always see regular, WASP-y chicks I can’t relate to. I wanted some color and some diversity. Not a blonde; I wanted a redhead. I didn’t want a light-skinned black girl; I wanted a dark-chocolate black girl. I didn’t want just a fucking Blue Steel — looking guy. I wanted the romance-novel guy because that’s what women fantasize about. I was surprised that all the models you selected were fit. Originally I wanted a thicker girl, but I didn’t want any backlash. I didn’t want nobody to have any reason to go, “Ew! She’s too whatever.” You’ve got to be careful with that because there’s big, and then there’s thick. Thick is like Vanessa del Rio, you know. But then it can be too much in contrast to the other girl. When I looked at those two, they looked like they fit like puzzle pieces.

Any regrets about that decision?

I think all different body types are sexy. I had a whole bunch of different choices. I would have gone with a thicker girl, but they weren’t right for the shoot. People write a lot of shit under the guise of anonymity with the internet. What I did not want was any room for anyone to talk any shit.

How did you come up with the theme of the shoot?

I don’t know. I was possessed. I do a lot of red carpets, and all we ever do is walk down them. But it’s a beautiful red carpet. I remember back when Paris Hilton (or whoever it was) fell off her motorcycle onto the red carpet. That was the first time I ever saw anyone lying on one. And that made an impression. So I said, “I want a red carpet, but I don’t want them standing there like every other red carpet. I want them lying on the red carpet.” Somebody has got to have a fantasy of fucking on a red carpet.

Same with the kitchen?

Well, hell. I saw the The Postman Always Rings Twice. Every woman wants to be knocked the fuck down and screwed on the kitchen counter… and they had a great counter for that. That house was made from my fantasy. It was perfection. I didn’t have one awkward moment about how we were going to do this and how we were going to do that. Everything just fell into place like I was destined to do that.

What was it like being on the other side of the camera?

At first I had to loosen up a little bit. I didn’t want to come in there and just act like I knew what I was doing. I didn’t want to come in there trying to take over, like, “Bitch, I do this all the time,” because I don’t — it takes a village, you know. Luckily everybody had the same mind-set. I was able to have light moments with everyone. I just was so excited to be there.

Keeping everything light was a big factor for you.

Erotica, porn, whatever you want to call it, doesn’t have to be so serious. Like, I think the best threesomes that anybody ever has are when you’re really drunk, or on mescaline or mushrooms or something. You’re giggling and laughing and playing with each other at the same time. Not so dark and seedy and all that. You can get really good shots that way.

Did the finished product meet your expectations?

It surpassed my vision. When you put green grapes, and red strawberries, and a black girl, and a redheaded girl, and milky skin, and chocolate skin, and a tanned golden boy … when you put all of that together, you got this beautiful Crayola-crayon box of color. It’s not just about the poses and their asses and the tits. It’s about the color that gets you excited and the little pops that are there. I’m a real visual chick, and when [Penthouse] said, “What do you want to see?” this is the shit that I want to see. This is the stuff that I think ladies will take an interest in. They don’t want to have a chick tied up, hogtied, and dog collared. Ain’t nobody got time for that.

Do you have a favorite picture?

My personal favorites are the kitchen and the pool. We had beautiful Alejandro carrying the woman out of the pool, and that’s so striking. Looks like a vampire about to bite. It was delicious, and it was a hot summer L.A. night in the mountains, and it just could not get any better. The girls frolicking as they were in the water… who don’t like that?

What was it about the kitchen that got you going?

It was simple. Any housewife can do what we did. Grapes, strawberries, whipped cream. These are not unattainable. These are attainable fantasies for under $10, or with an EBT card even. A lot of people don’t have a bondage swing in their bedroom, so that’s a fantasy that’s unattainable. But this stuff that we did is absolutely attainable in anybody’s normal life.

How did Justine and Ana make this fantasy work for you?

Both those girls had great legs, legs that were like scissors. With Red [Justine] being a formally trained dancer, she just had beautiful arches to her feet. They could point and do all that. And Ana had this long torso… the way she could just twist. It was very artistic to me. A person could have done the same thing with clay and shaped them like that.

What about the way you made them interact?

In interracial relationships, part of the erotica is seeing the mesh of the skin. Seeing the black leg over the white leg. The black hand over the white cock or breast. I don’t give a fuck what nobody says. There’s gotta be a lot of that.

Did you learn anything new?

I learned that medium to small breasts photograph so much better. The big breasts, if they’re real, they’re over here and they’re over there and they can flop around all awkward.

And what about Alejandro?

You were all over him, but kept him in the background most of the time. For selfish reasons. I thought the more the girls shot, the more I could fuck around with Alejandro. Keep them bitches busy so I can talk to him. Come on… In a woman’s mind, we really want a beautiful guy like that to just shut up, go over there, and just be beautiful. That’s really all I needed from him. Looking at it from a female point of view, men are always trying to take the fuck over, and I didn’t want that. I just wanted him to sort of float in and out fluidly through the shoot, and I think that’s exactly what happened.

Looking back, is there anything you wish you’d done differently?

You mean besides pulling Alejandro’s dick out and sucking it on that fuzzy rug beside the bed? It would have been great to drop a bunch of E and have everybody fuck each other at the end of the shoot. I’m not sure how to get this conversation back on the rails, Luenell.

Where do we go from here?

I just want to say that if anybody gets anything out of this interview, it should be, Don’t be afraid to live this life. You only get one. Don’t pass on opportunities because you’re nervous or scared or you’ve never done it before. You have more inner strength than you think. And you have more creativity than you think. You need to do things that feed your soul and feed your humor and feed your spirit — whether anybody agrees with it or not. You’ve really just got to live life, because we do not know the minute nor the hour the curtain may shut down on us.

That’s one of the more profoundly beautiful things I’ve ever heard.

It’s the fucking liquor, I’m sure!