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7:02 PM - Tonight's archival clip from the Paley archives is the first "Tonight Show" stand-up appearance by Ray Romano in 1991 with Johnny Carson's introduction. No wonder the young Romano went on to higher heights! Funny even back then talking about how car phones are so out of control that we'll eventually have little things in our ear to talk to people. Yes, I'm suggesting Ray invented Bluetooth.

7:08 PM - Paley Center guru of all gurus Craig Hitchcock steps out to welcome the crowd to night 11 (yes, 11) of Paleyfest 2010. Is it just me or is there something endearing about the way Craig warns everyone not to use any flash photography? Craig introduces Managing Editor of Variety Stuart Levine, who says he loves tonight's show "Men Of A Certain Age" because of the great writing, great acting and incredible realism as well as being "of that certain age."

7:10 PM - Stuart invites co-creator Mike Royce to the podium where Mike somberly announces that Ray's father passed away this week so Ray will not be here tonight. He passes on Ray's thanks for all the thoughts. Mike then goes on to introduce the first season episode "The New Guy," written by Bridget Bedard.

7:55 PM - Stuart is back and introduces tonight's panel, which is probably the smallest we've seen at this year's PaleyFest with only 3 panelists and Stuart. Scott Bakula! Andre Braugher! Mike Royce!

7:57 PM - "Unemployment!" says Mike when asked what the impetus was to create the show. He goes on to say that he and Ray, who worked together on "Everybody Loves Raymond" saw a lot of the people around them in their 40s and 50s questioning their lives and "it quickly became a TV show."

8:00 PM - How was Ray not going to be Ray Barone in this series? Mike explains "That's part of the reason why the show had to be the way it is. Our approach was to keep [Ray] the way he is as a person but somehow different from what he'd done before. We were constantly tinkering with it."

8:01 PM - On casting Scott and Andre, Mike admits that the actors had to read with Ray because "the main thing is that we believe they're friends and the moment they walked in, it just clicked. It was a huge thing because they're both totally known as other people on television as was Ray so we were just making it hard for ourselves. It was crazy."

8:03 PM - Mike ribs Scott for coming in for his audition dropping names like "Soderbergh" and "Matt Damon" since he had just come from filming "The Informant." "It was true," says Scott. "[Andre] was coming from Shakespeare in the Park so I had to come in with Damon and Soderbergh!"

8:05 PM - While not a good negotiating position, Andre admits, he knew immediately when he read the script that he had to do the project. "I liked the fact that Ray was willing to step off and do something new because that means we're not going to be playing by the same rules, we're going to be struggling and consequently something great is going to happen."

8:07 PM - Mike says while he was initially upset that they were not going to be on the air for awhile once they were picked up, it turned out to be a blessing. "We went into production with all the scripts written, which, in television, is just not done... so we really could consider everything and we had a great staff of writers who just wrote their asses off."

8:09 PM - Bakula on his down-on-his-luck actor character, Terry: "I like everything about him. I just don't want to be him... his pain I can relate to and having been there at a point in my career, certainly, and always afraid that you're going to be there again because that's just the way that we're wired, unfortunately." He adds that all Terry cares about his relationship with these two men and getting laid."

8:11 PM - On Terry always worrying about where the next job comes from and the nature of acting, Bakula admits, "It never goes away. It's just the nature of the business and when you've been doing it for so long, you don't get as desperate because you have to believe that it's coming along. But there is part of a training of staying in the business is learning how to take that rejection, which happens way more than acceptance and how to take that 'no' and turn it into positive and find a way to keep going. It doesn't work for everybody. I don't recommend it to anybody. I really don't."

8:13 PM - Could Scott see himself doing anything besides acting? He answers that like his character he can't do anything else but also like his character, "I'm professionally charming."

8:14 PM - Of his role as Owen, Andre feels very connected to him. "Owen grows up for taking responsibility for how he got here. When we first started the series, there's a little bit of Owen just standing there being good when [his father] comes along and hurts his feelings... the maturation of Owen is really what I find pleasing."

8:17 PM - Mike says that season two will focus on the back story on the characters, who have known each other for 30 years. He points out that we have yet to see Terry's family and many of the family members of Joe (Romano). He did reveal that Terry and Owen will be working together at the car dealership in the new season and that Joe will also pursue his golf dreams.

8:18 PM - The internet chatter on the show is not lost on Mike, who heard from many people about how the character of Annie (Carla Gallo) urged Terry to go to an audition but then got mad at him for forgetting about her. Mike explains that that was more about the miscommunication between the characters and she may be seen again.

8:21 PM - What kind of underwear does Owen wear in the show? Andre recalls that in the early discussions he said, "I think he's a tighty whitey guy." However, about the scene in the pilot where he sits up in bed wearing only his underwear and showing how overweight he is, "I'll do whatever the script demands if it's for real."

8:24 PM - "Almost everything you see on the show, someone has dealt with it," Mike says referring to the anxiety that Joe's son, Albert exhibits on the show. "Joe is distant from his son and he's not there every step of the way so everything that happens is really 'I'm falling behind'... and he flies by the seat of his pants a lot."

8:27 PM - Jon Manfrellotti, who plays Manfro, Joe's bookie, is in the house and gets the chance to stand up and get a round of applause from the crowd, who clearly love his character.

8:28 PM - While they've worked in film but have made their mark in TV, Stuart asks what the guys like about TV. Andre says it's the writing for him. "The roles that are offered to me have much more depth and there are much more interesting stories on television."

8:31 PM - Scott agrees and feels that "most of the greater work is being done on cable and to be a part of that and I thought this was such a different take on a TV show. I'm always looking for different stuff so to do this kind of show on cable felt like a great opportunity. I just love TV because there's something so immediate about television."

8:33 PM - "Every show that I've ever been on has struggled to find an audience," recalls Andre, who has starred on "Homicide," "Gideon's Crossing" and "Thief." He added that after 28 years, he finally is on a show that he doesn't have to beg people to watch.

8:34 PM - The series originally was being developed at HBO until the network let it go. Mike says he knew they wanted to stay on cable due to the language but he clarifies that by using profanities now and again, "we're not intending to go 'look how edgy we are.' It's quite the opposite. To me, it was just conversation and we didn't want to give that up."

8:37 PM - Mike says since they are only doing 10-12 episodes a season, there won't be 100 episodes of "Men Of A Certain Age" because they can't go into their 70s.

8:38 PM - Shout out to actress Lisa Gay Hamilton, who isn't there but is clearly loved for her role as Melissa, Owen's wife. Andre mentions that he and Lisa work well together because they both went to Julliard, which starts Scott off on a rant about how "every day they talk about that!"

8:40 PM - Q&A time and a fan wants to know how much of Joe's wanting to pursue golf will be in the series. Mike replies, "We're definitely doing that... that wasn't a frivolous thing we forgot about."

8:43 PM - "The two of them - Jon Manfrellotti and Ray - have known each other for quite a long time... they were comics back in New York," says Mike about the on-screen easy chemistry between the characters the men play on the show.

8:44 PM - A fan asks writer Bridget Bedard to stand up for the episode that we just watched. Applause for the scribe from the crowd.

8:45 PM - In talking about his writing staff for the second season, Mike has brought on "Everybody Loves Raymond" writer Tucker Cawley, who Mike faux-grimaces over when he's reminded that Cawley beat out Mike for an Emmy for the infamous "The Baggage" episode.

8:47 PM - "Who is Estelle Getty?" Mike asks when a fan says that the guys sitting around eating at Norm's restaurant reminds her of "The Golden Girls" sitting around eating cheesecake.

8:49 PM - As Andre complains about all the eating his character does in scene after scene, Scott jibes "You'd think they would have covered this stuff at Julliard." Big laughs from everyone.

8:52 PM - Mike says that the use of Norm's is a way to make Los Angeles a character in the show. However, while he said in the pilot they actually went to a Norm's in Sherman Oaks to shoot but they now have a Norm's set on the lot that they use on the show.

8:57 PM - A fan thanks Mike for writing about gambling addiction, how it effects everyone in that person's life and that's it's something that hasn't been dealt with on television before.

8:58 PM - The final question of the night is about the party store that Joe owns and the eccentric characters that are seen there. Mike explains, "I think it was Ray's idea... it's both a funny place and a sad place and it's a great metaphor. Everyone's coming in to celebrate something and [Joe] is going through all this stuff in his life."

9:00 PM - That's a wrap for tonight, folks. I'll be back tomorrow when the festival pays tribute to a little show called "Glee."