For those waiting with baited breath for the sharp-witted, expletive-laced, sexually-charged dialogue that put writer-director Kevin Smith's indie film classic "Clerks" on the map in 1994, there's no question that you'll get that and then some with "Clerks II."

And while the likes of Ben Affleck turn up in cameos in the new film, one dirty word you won't hear is "Bennifer." A couple of years back, when "Jersey Girl" was being readied for release with Affleck starring and his then-girlfriend Jennifer Lopez in a supporting role, Smith was blindsided by just how lethal the word could be.

It was a rude awakening for the guy who just said goodnight to his iconic characters, Jay and Silent Bob -- maybe forever -- in an effort to turn his career into a different direction.

In a recent @ The Movies interview, Smith told me that once he filmed 'Jersey Girl," he felt like he got the film diversion out of his system. What his system got instead was a jarring shock.

"After watching the Bennifer monster trample all over what we tried to accomplish with that movie -- by virtue of the fact that all anyone ever wanted to talk about was the fact that Ben was (blanking) Jen -- I said, 'God, I just want to go back and make a movie with no famous people in it. Nobody's going to show up on the pages of Us Weekly every week," Smith said. "Enter Brian and Jeff."

The Brian and Jeff whom Smith is referring to is Brian O'Halloran and Jeff Anderson, aka Dante Hicks and Randal Graves, the dynamic duo that helped Smith create the "counter" culture film revolution with "Clerks."

Picked up then-Miramax film gurus Bob and Harvey Weinstein after it knocked audience members on their cans at the Sundance Film Festival, Smith's black-and-white indie opus is noted for its remarkably low budget of approximately $27,000.

Twelve years later Bob and Harvey are still onboard, distributing the film under The Weinstein Company banner, but times have definitely changed in terms of costs.

"I can tell you this much, one of the TV spots they cut, cost about 30 grand to make -- and that was more than our whole budget on 'Clerks,'" Smith said.

But its budget wasn't the only reason "Clerks" grabbed so much attention. It also nabbed headlines because of its initial rating by the Motion Picture Association of America.

"The first time they gave us an NC-17, just for the dialogue," Smith said. "There was no nudity in the movie or gratuitous sex -- there was no sex at all. It was not so much because of the 'f---' count, but for the content of the dialogue. But more because you're talking about things that they don't want your kids hearing. So, we went into the MPPA appeals process and got the rating overturned to an R without making a cut.

Fortunately, the cost of the freedom of expression hasn't gone up since 1994. Thanks to some truly subversive material (most every audience member is bound to find something in this film that's offensive, if not repulsive), Smith thought going in to the ratings board, that "Clerks II" would be twice the hassle that the first one was.

"On this movie, we were terrified that we were going to get an NC-17 again and we were gearing up for a long battle with the MPAA," Smith said. "As bawdy and raucous as 'Clerks' is, with 'Clerks II' we're doing things that are way, way beyond that. But I think that there's a kind of sweetness to the movie -- a kind of poignancy -- I think for some reason that that's why we skated with an R. They surprised us all."

Resurrecting Dante And Randal
Even after the success of "Jay and Silent Bob Strike Back," Smith was reluctant to do any more movies featuring his colorful cast of Jersey characters.

"For me, there was a degree of, 'Maybe I should try making a movie that doesn't lean on any of the movies that came before it," Smith explained. "'Mallrats,' 'Chasing Amy' and 'Dogma' to a little degree refer back to 'Clerks,' and 'Jay and Silent Bob Strikes Back' is one big reference to 'Clerks.' I was interested in making a flick that had to stand on its own -- that didn't require a viewing of the previous movies."

Following that "Bennifer" debacle (which Smith added was dead in the water thanks to the ill-fated release of their film "Gigli"), Smith focused on getting his "Clerks" sequel made. In a take on Mel Gibson's "The Passion of the Christ," Smith initially named the film "Clerks II: The Passion of the Clerks" -- that is, until he realized that he was being crucified by his longtime fans for the title choice.

"I really believed in the title -- it's an oddly appropriate title," Smith said. "But when I announced that were we calling the movie 'The Passion of the Clerks,' the reaction on the Internet was divided. There were a lot of people who said they'd like to see another movie with Randal and Dante, however the general consensus was, 'That the title f---ing blows.' So after reading for months how much of a lousy title it was, I decided to change it."

While the title changed, the spirit of the characters that made the 1994 original remained in tact. This time around, Dante and Randal are finding their lives at a crossroads in their coveted New Jersey home when the mini-mart they've been employed at up goes flames, and they're forced to take a job at a fast-food joint named Mooby's.

At the restaurant, a new cast of characters awaits them, including Becky (Rosario Dawson), their all-too-sexy manager, and Elias (Trevor Fehrman), a tragically naïve fry cook/supernerd. Holding up the building's foundation, literally, are stalwart stoners Jay (Jason Mewes) and Silent Bob (Smith), who are as feisty and well, quiet, as ever.

And while life is hardly boring, Dante has spent enough days behind the counter. Engaged to the rich and perky Emma Bunting (Jennifer Schwalbach) Dante's move to Florida is imminent -- but not before Becky and Randal drop some serious bombshells on their frustrated friend.

Jay Strikes Back
Fans of the iconic character of Jay will be buzzing over Mewes' dizzying performance in "Clerks II." Because of the actor's burning intensity, Jay is funny -- and scary -- at the same time.

"There's an edge to the dude and I think that's what makes him funny. The fact is, you never know where's he's going to go with something," Smith said.

Part of that unpredictability, Smith said, comes from Mewes' tumultuous lifestyle of drug addiction. Smith said his friend and confidant's struggle to achieve sobriety without question parallels Jay's story in "Clerks II."

But it wasn't easy. Initiated by the filmmaker and others, Mewes' different stints in California facility from 2000 to 2003 were hardly a success, Smith said. Things changed, however, when they returned home to the East Coast.

"The court-mandated rehab that they stuck him in New Jersey -- for some reason, it took. That's where he started getting clean," Smith said. "In April, he passed the three-year mark for being completely clean and sober.

"So when I was writing the flick, I want to include some of Mewes' back-history," Smith added. "It helps to diffuse some really horrible memories by putting them in the flick and plying them up, comedically."

Smith is now ecstatic that things have worked out. His feelings about what direction his friend was headed in was so uncertain, that by the time "Jay and Silent Bob Strike Back" came out in 2001, that he conceded there would be no more on-screen appearances by the duo.

"At that time, I absolutely believed that -- I absolutely believed we were done," Smith recalled. "The majority of it had to with the fact that Mewes could not get clean. It was becoming more and more problematic to clean him up in time for the next production and sit on him all throughout the shooting of the movie to make sure he didn't use. It was just like, 'I can't do this anymore. It's too much work.'

But, Smith added, he always promised Mewes that if he got clean, he would think about making another Jay and Silent Bob movie.

"Once he got clean, he brought that up to me and I said, 'Look, I can't do another Jay and Silent Bob movie, but Jay and Silent Bob will be in 'Clerks II,'" Smith said. "It was a reward of sorts for him pulling through, because he is the last dude in the world you'd ever imagine was going to pull out of the heavy-duty drug abuse that he was into. The fact that he's still alive today is nothing short of a miracle."