Around the time Phyllis Diller and her family were living in Webster Park, Gregg Barson was becoming one of her youngest fans in Allentown, Pa.

"I was intrigued by her as a woman coming out and being so outlandish and honest," noted Barson, 44. "I loved all the old comedians."

Barson's interest culminated recently in a 92-minute documentary on Diller's final standup performance and reminiscences from friends and family. The film, "Goodnight, We Love You," will air at 7 p.m. Tuesday, July 19 at Cinema St. Louis' St. Louis Filmmakers Showcase at the Tivoli Theater. For more information, call (314) 454-0042, ext. 10 or visit www.cinemastlouis.org.

Like Diller, Barson later headed to California, and he worked in corporate television marketing and advertising before branching off on his own. His wife, Hollywood casting director Julie Ashton, met with Diller a few years ago and commented on her husband's admiration for the comedienne. Diller suggested they all meet for a "power lunch" sometime, and Ashton figured she was just being polite.

She wasn't. Soon afterward, Diller called and the three met for lunch at the Palm Restaurant in West Hollywood. She arrived nattily dressed in a powder blue suit with sunglasses to match, full of energy despite hip surgery just a few weeks earlier.

"She had about three martinis immediately, and we tried to keep up, and we did," he recalled. "We were literally tearing with laughter. It was just a thrill to have a private comedy session with this legend.

"Then we drove her back to her house in Brentwood because her driver had left," he said. "My wife drove with Phyllis in back — for years she was used to being chauffered — and I followed in another car. She said, ‘Oh, Greggy, you're going to love my house,' she was so eager to show it off. It was palatial and peaceful."

Diller has names for every room, such as a bathroom she named after casting designer Edith Head, and the kitchen, known as the Scarlet Scullery.

"She's got so many grand pianos and pipe organs," Barson said. "We toured the house with her that day and she showed us the fur coats, the wig room; she was very open and fun and showed us her awards on the wall and the pictures of her with Charlie Chaplin. It was just like a museum of history and comedy, and really tasteful."

Three years later, when he learned Diller was planning her final standup performance after 47 years, Barson wasted no time contacting her manager and asking for rights to tape the final performance and produce a documentary. The film uses highlights from that performance as a central thread, interwoven with observations on her life and career from Diller, son Perry, friends and comedians ranging from Don Rickles to David Brenner.

The real Diller — who will celebrate her 88th birthday on Sunday, July 17 — is a far cry from the quirky standup comic with a host of one-liners, he said. The distinctive laugh is her own, he added.

"She was so smart and so hip and funny, with more talent than I could imagine," Barson said. "She was much deeper than I thought. She invented her own card game called ‘Diller gin.' So well-read, political and charitable."

Diller and her family also recalled their years on Mason Avenue during the 1960s, he said.

"She talked about St. Louis and her house when she was going through her photos," Barson said. "It was her first nice house, and she was just starting to make it. There's a big place in her heart for St. Louis and Webster Groves. I think the film should do very well there."

"Goodnight, We Love You" won audience choice for best documentary at the 2004 San Diego Film Festival, and Diller pronounced it "a masterpiece," Barson said. He has set up a web site, www.GoodnightWeLoveYou.com, devoted to the film.