Few makeover movies hold up as well as The Princess Diaries, because few makeover movies involve royalty and Julie Andrews, or Anne Hathaway as Mia Thermopolis, Genovia's quirkiest princess. But Princess Mia would be nothing without her BFF Lilly Moscovitz, who had a sassy retort for everything but was chill enough not to mind too much when her brother and Mia started dating. More than a decade and plenty of other movie roles later, Heather Matarazzo, who played Lilly, says people still come up to her asking about The Princess Diaries, which celebrates its 15th anniversary on July 29. She's pleased that the movie is still popular, but doesn't feel quite the same about her 2001 hairdo: "I learned that I will never, ever, ever, ever, ever cut my hair that short again, ever." On the occasion of The Princess Diaries almost being old enough to drive Mia's Mustang, Heather talked to Cosmopolitan.com about the film's staying power, and shared memories of director Garry Marshall, who died earlier this month. Genovia forever!

How did you end up in the movie?

Marcia Ross, who was the casting director, had brought me in and had told Garry Marshall about me, and had said, "You know, you really need to meet this girl. She's different than you think." And Garry being Garry was like, "Alright, sure, I'll see her." And he saw me and I auditioned, and then had a chem read with Annie, and the rest is history.

What was it like meeting Anne for the first time?

She remembers she and I meeting several times in New York via auditions, which I didn't remember and she has brought it up a few times. But also I was such a sarcastic, little punk-ass kid that couldn't be bothered by cheerfulness. She's such a warmhearted, beautiful, sweet, soulful woman, and she was such a warmhearted child. I was the complete opposite. I was dark and sarcastic and like a teenage Janeane Garofalo.

So then did you two get along during filming?

Oh my god, yeah! You can see that. I think that's what makes the film work so well. Garry was like a sommelier of chemistry. Whether it was Richard [Gere] and Julia [Roberts] or Laverne & Shirley, those pairings were so brilliant. We got along famously.

What was the vibe like on set?

I don't know if you have ever read anything about a Garry Marshall movie, and the kind of set that he inspires. Out of all the directors that I've ever worked with, he is my favorite. He would throw parades! His motto was "Life is more important than show business." His family meant everything to him, so when he was working, it was a family atmosphere. He was always thinking of ways to make things funnier and to make things better. There's one line have that's been now quoted so many times and it was a complete fluke — when Lilly's running down the street and she's like, "Not you, I don't even know you." Debra Martin Chase, who was one of the producers, was like, "Say something like, 'Not you, I don't even know you.'" That was the kind of set, where it was just collaboration, and just wanting to make the best film possible, and a lot of laughs and a lot of love. At the time, I had done a few films, but I hadn't done enough to recognize how rare an opportunity and how rare of an experience I was being given. I thought most directors would be like that, and that's not the case. That's what set Garry Marshall apart, is that he's not like most directors. Most films that I've worked on since then, directors can be lovely and great, but the energy on set is definitely not as light.

When you say he threw parades, what do you mean?

I mean he literally threw parades, with like a marching band and floats. He loved a parade, and so we would stop filming for an hour, hour and a half, and watch a parade! This man was like no other. He taught me so much via his actions. He was really just one of the most loving men. Movies weren't the end all be all for him. He probably is one of the only people I've known who doesn't really have an ego. It's really, "How can we make this funny? How can we make people laugh? How can we make people feel good?" The world lost a spiritual giant. There's nothing that I feel the world needs more of now than laughter....He was that kind of person, that you could be having the worst, worst day, and he would make you laugh and also make sure you didn't wallow in your sadness.

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Heather with Mandy Moore at the premiere in 2001.

What's Julie Andrews like? Is she just an absolute angel?

She was one of my idols growing up. I was that weird kid that was obsessed with musical theater. Not just The Sound of Music, but Victor Victoria, My Fair Lady...so I was a bit star struck. I think it took doing Princess Diaries 2 until I got comfortable with her because she is such a force.

Did she notice that you were star struck?

I just [told myself], "You need to keep your shit together." I think I asked her to sign something from The Sound of Music, and I was like, "She's gonna think I'm such a tool and so uncool." I was 16, 17. I wish that I'd had the foresight to be like, "You should sit down with Julie Andrews and ask her about Rex Harrison. You should ask her about her relationship with Carol Burnett. You should ask her all of these things." And you did not ask anything! But that's what it is to be a 17-year-old dipshit that doesn't know any better. The opportunities that were wasted on me when I was young!

How did your career change after The Princess Diaries?

I became a lot more mainstream. My fan base grew. Welcome to the Dollhouse propelled me into being known and being thought of as a talented actor, which I was really grateful for, but I was like an indie darling. I had done some studio stuff like The Devil's Advocate, but wasn't doing, like, co-leads in major blockbuster films. It gave me a lot more opportunity.

Are you surprised that the movie is still as popular as it is?

I am always surprised when a movie does well. That's something that I've never taken for granted, how a movie does. I've never been like, "This is gonna be a huge hit," because you don't know. It's a testament to Garry's talent. It's a testament to Annie's talent, and Julie's, and mine, and the whole entire package. It's a movie that is relatable to people of all ages. It's not dated. That's when you know you have a good story, when it's [still] just as relevant and funny and whatnot 15 years later.

There are always rumors about a third one, and before he died, Garry Marshall said he'd like to do another. Is there any truth to those rumors, that you know of?

I won't call Garry Marshall a liar, because he's not. I will say to you what I've said to every single person on Twitter that continually tweets at me about this: As soon as I know it's a go, I will say so.

But you would do a third one, if it happened?

If Annie and Julie are down, of course.

What's your favorite memory from filming?

There was the scene that we were filming on top of the school in San Francisco when it was raining, and Annie and I are walking up and down these bleachers and she falls. And we stop, I'm like, "Are you OK?" and she's like, "Yeah," and we just keep on going with the scene. We don't stop, we don't end. It was such a testament to the kind of person that she is, not just professionally but personally. A new respect for her was born, because there are a lot of actors that would milk that for all it was worth, like, "Oh my god, ow, I hurt myself, can we do that again?" That's Annie in a nutshell: You fall, you laugh, and you keep going. And that's what ended up in the film.

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You've written and spoken a lot about sexism in Hollywood. How have you seen things change since you started acting?

More people are talking about it. That's it. It's just like if somebody says, "How has racism in this country changed?" It hasn't changed. It's become more subtle. I'm not saying this as "all men, blah blah blah," but...there's a choice to remain willfully ignorant. Take a look around, listen to what other people are saying, and not just white women, but women of color. We need to have an opportunity to have a voice. We just want an opportunity for the door to be opened. I think slowly but surely, the doors are opening up a little bit. I don't think that it's necessarily up to the men to open the door. Sometimes you need a battering ram to knock the door down. It's fear and entitlement that [have allowed men to hold] on to this power for so long, and that idea that, "Well, if inclusion comes that means that we're gonna lose our place at the table." That's not what inclusion means. All it means is that you're opening the door and getting a few more seats and elongating the table. Because we all deserve to have an opportunity at the table. Fifty percent of our population is missing out! We're not seeing stories told by women. There are not a lot of strong female characters out there, which is another reason that I feel like Lilly Moscovitz resonated so much with so many people. She was one of those rare strong female characters that didn't really give a shit. She had a cable access show called Shut Up and Listen, she spoke her mind, she didn't care, she would say, "I'm best friends with a queen and I don't like you."

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