Gregg Barson loves old comedians, the older the better. So when his wife, casting director Julie Ashton, set up a lunch for Barson with Phyllis Diller and he found himself matching the legendary comic martini for martini, Barson thought his dream had come true.

"As a kid, I thought she was just this wacky character. Over lunch, I thought to myself, this is such a character to talk to," said Barson, who had been a marketing and advertising executive for several entertainment companies. "I figured, OK, there's my dream."

Barson wasn't even beginning to wake up from that reverie. Three years later, when he read that Diller was about to do her last stand-up performance, he contacted Diller about filming the performance for the basis of a documentary film. "I told her I was going to follow my dream. She said, 'What else can you do?'" Barson said.

In "Goodnight, We Love You," Barson combines that last performance, from May 2002 in Las Vegas, with footage from backstage, hotel rooms, and quips from Diller's friends and fellow comedians. What emerges is a remarkably well-rounded portrait of a remarkable person. The film, made when Diller was 84, shows the comedian in surprisingly nimble form on stage. Off-stage, she is self-effacing, thoughtful, and incredibly diligent about her act and career.

"She was so open," said the 44-year-old Barson, who quit his day job to make "Goodnight, We Love You" and is now searching for another film project. (He wouldn't be unhappy with another subject like Diller.) "She let me follow her everywhere - literally. Into the bathroom. She said she would take off her wig for me. I said, let's not ruin that illusion."

"Goodnight, We Love You" had its world premiere in October at the San Diego Film Festival, where it earned the audience award for best documentary.

By Stewart Oksenhorn