On July 13, 1984, TriStar Pictures distributed the third Muppets movie, The Muppets Take Manhattan. It followed 1979’s The Muppet Movie and 1981’s The Great Muppet Caper. Frank Oz, who had voiced Miss Piggy and Fozzie Bear and had co-directed The Muppet Movie and The Dark Crystal with Jim Henson, co-wrote the script and directed it—his first solo directing gig.

Set in, of course, Manhattan, the live-action film follows the gang as they graduate from the fictional Danhurst College and move to New York City to find a producer to put their musical, Manhattan Melodies, on Broadway. At first, things do not go well: a Central Park mugger steals Miss Piggy’s purse, and the gang is forced to separate to make ends meets. Kermit finds a job working in a diner with some talking rats and a human friend named Jenny (Juliana Donald). Finally, after months of struggling, Kermit convinces producer Ronnie Crawford (real-life theater actor Lonny Price) to put the musical on Broadway. But as soon as he seals the deal, Kermit is hit by the car, gets amnesia, and joins a Mad Men-like ad agency.

Though grittier than previous Muppet movies, The Muppets Take Manhattan does have a happy ending. Against a budget of $8 million, it grossed a modest $25.5 million, and composer Jeff Moss earned an Oscar nomination for Best Music, Original Song Score (he was beat out by Prince for Purple Rain).

In honor of the film's 35th anniversary, here are some behind-the-scenes facts about the urban Muppet adventure.

1. Jim Henson wanted to make an entertaining movie for everyone.

John Gooch, Keystone/Getty Images

The Muppets Take Manhattan came out in the summer of 1984, where it faced off against violent “family films” like Gremlins and Indiana Jones and The Temple of Doom. In fact, films had become so violent that the MPAA introduced the PG-13 rating with Red Dawn’s release on August 10, 1984. But a month before, during an interview with Gene Shalit, Henson explained how he felt about his G-rated movie. “It’s a strange and sort of sad thing that the G-rating has come to be thought of as a real negative,” Henson said. “I’ve always felt that people should be able to do a film that works for the whole family, that doesn’t have any kind of violence or sex, and it’s still very entertaining."

2. Working with Frank Oz wasn't easy for everyone.

Because The Muppets Take Manhattan was Frank Oz’s first solo feature, the pressure was on for the director—and some of the cast felt it. In 2018, Gonzo voice actor Dave Goelz told Smithsonian that working with Oz "was torture. We had the hardest time working with him. Frank felt he had to make every decision, dictate every tiny detail, and he micromanaged our performances. Not sure I should say it, but Jim [Henson] was as frustrated as the rest of us." But as Oz got more experience behind the camera, his relationship to his actors changed. "Now, Frank is a great collaborator," Goelz said. "He’s taken Jim’s delicacy to heart, to let people contribute, solicit input, and realize his job is deciding what to include.”

In a 2018 interview with Tough Pigs, Oz admitted he was under a lot of pressure while directing The Muppets Take Manhattan and that he was too hard on the performers. “I was a first-time director and part-writer on that, and also I performed about four or five of my characters, so I think unfortunately I was harder on those guys,” he said. “You should talk to Dave Goelz about it. We laugh about it now, how much he hated me."

3. Juliana Donald landed the role of Jenny because she was able to speak to Kermit in a natural way.

Apparently, the producers wanted to cast a well-known actress for Jenny—Kermit’s sympathetic diner co-worker and a source of jealousy for Miss Piggy—but couldn’t find the right person. “I was told that the problem they were having was finding someone who looked like they were really talking to the Muppets, not talking at them,” Juliana Donald said. “By the time I went in they had thrown up their hands and agreed to meet anyone and everyone that was remotely close to what they were looking for. I think part of getting hired had to do with timing and part had to do with my audition with Jim Henson and Frank Oz. They said I was believable talking to Kermit."

4. Frank Oz kept the movie grounded with character development.

In past Muppet films, Oz thought the humor was a bit “wilder.” But in The Muppets Take Manhattan, he reined in the comedy and grounded it in realism. “Muppets Take Manhattan was more grounded than the other stuff you’ve seen,” Oz told Tough Pigs. “Some people love that—I felt it was a failure on my part because it didn’t have that kind of Muppet wildness to it.”

In order to “ground” the project, Oz rewrote a lot of Jay Tarses and Tom Patchett’s original script. “There’s now a situation where I told Jim in my opinion I thought it was too jokey, too much just for the laughs, and not enough about the relationships and the characters themselves,” Oz said. “What I did in the rewrite is, I made it more grounded—for good or bad—and I had more focus on the relationships of the characters than just the jokes."

5. Frank Oz wanted the movie to have more “lunacy.”

“It doesn’t have enough lunacy,” Oz said of the movie in Jim Henson: The Biography. “I think the story is your basic old-fashioned story, and it was a well-crafted thing because of that. But it didn’t have flights of fancy like The Muppet Movie.”

6. Frank Oz cast the celebrity cameos based on merit.

Throughout Muppets history, celebrities from Mel Brooks to Julie Andrews appeared in Muppet shows and films. In The Muppets Take Manhattan, everyone from Gregory Hines to John Landis (who was a puppeteer on The Muppet Movie) makes an appearance. When asked how he decided on casting the cameos, Oz stated, “We wanted to have the cameos as part of the plot.” He said people criticized The Muppet Movie for its “name value only” cameos. “Why weren’t they part of the movie? It made sense that they should be characters in the movie, not just Dabney Coleman for Dabney Coleman’s sake, or Joan [Rivers] for Joan’s sake. We really chose the cameos to fill those characters. It’s almost like casting a regular movie to make sure the part that Dabney Coleman plays really suits Dabney Coleman—and Joan Rivers and Gregory Hines. I guess, all I’m saying is, we chose them because they were good for the part.”

7. Dustin Hoffman almost had a cameo.

David Misch, who was a writing consultant on The Muppets Take Manhattan, told Tough Pigs that he and Oz wanted bigger name celebrities, like Dustin Hoffman, Lily Tomlin, Richard Pryor, and Laurence Olivier. “Hoffman was going to play a Broadway producer and planned to do an imitation of legendary film producer Robert Evans, which he later did in the movie Wag The Dog,” Misch said. “At the last minute Hoffman decided it might be offensive to Evans and dropped out, following which all the other big names dropped out as well.” But, hey, at least they got Brooke Shields.

8. The TV show GLOW paid homage to The Muppets Take Manhattan’s “whisper campaign.”

During the second season of Netflix girl wrestling show GLOW, producer Bash (Chris Lowell) and wrestler Debbie (Emmy nominee Betty Gilpin) try to sell the show GLOW at a TV expo. Bash has the idea to start a “whisper campaign” like they did in The Muppets Take Manhattan, in which Kermit goes to Sardi’s, replaces Liza Minnelli’s portrait with his own, and makes his rat friends hide under diners’ table and talk him up. However, GLOW’s campaign turned out to be more successful than Kermit’s.

9. Joan Rivers was a little tipsy when she filmed her scene. (So was Frank Oz.)

In a brief but memorable scene, Joan Rivers works at Bergdorf Goodman’s perfume counter with Miss Piggy selling Quelle Difference perfume. Rivers tells Piggy she could use some makeup. “Pigs don’t have eyebrows,” Piggy protests, but Joan gives them to her anyway. They get carried away with the makeover, and the store manager fires them both.

Oz told NPR they rented the department store all day, but Rivers had to leave early. Oz felt that the scene wasn’t working. “It’s very hard to have a spontaneous laughter,” he said. “It wasn’t working, because I didn’t know Joan that well and I guess she didn’t know me.” To remedy the issue, he asked a production assistant to bring them four Bloody Marys. “I had a couple of Bloody Marys and Joan had a couple of Bloody Marys, and we shot the scene kind of like that. Joan left, and I was feeling real good.”

10. Martin Scorsese’s parents were extras in The Muppets Take Manhattan.

In an interview, Juliana Donald revealed that Martin Scorsese’s parents had roles as extras. “They were so sweet and overjoyed to be extras,” she said. “It was great because their son was one of the all-time greatest directors, and they could have had regular parts in any of his films, but they only wanted to be extras. I think they liked the fact that they could talk to friends and have no stress on having to learn lines.” Scorsese’s parents had small roles in many of their son's films, too; in Goodfellas, Catherine Scorsese famously played Joe Pesci’s mother, and Martin’s father, Charles, played Ray Liotta’s prison friend Vinnie.

11. The Muppets take Manhattan led to Muppet Babies.

During a carriage ride through Central Park with her Kermie, Piggy tells him she wishes they would’ve met as toddlers. She envisions a fantasy sequence of baby Kermie, her, Gonzo, Rowlf, Fozzie, and Scooter playing in a nursery and singing the song “I’m Gonna Always Love You.” A few months after the film came out, CBS launched the animated series Muppet Babies, on September 15, 1984. It was Henson’s first Saturday morning show. Muppet Babies ended in 1991, but Disney Junior rebooted it in 2018.

12. The man who played the minister at the end of the film was a real minister.

Spoiler alert: At the end of the film, Kermit thinks he’s pretending to marry Miss Piggy as part of the Broadway show, but she tricks him into marrying him for real. In an interview with Tough Pigs, David Misch revealed they hired a real minister, Dr. Cyril Jenkins, for meta purposes. “Jim wanted ambiguity about whether Kermit and Piggy were ‘really’ married, not just in the movie, to drum up interest,” he said.

13. Kermit thinks it’s time for a Manhattan Melodies revival.

In a 2018 interview with TheaterMania, Kermit said he’d be interested in doing a Manhattan Melodies revival. He would like to star in it but offered another choice. “If I had to recast my role in the Manhattan Melodies, I'd go with the supremely talented singer, dancer, and actor Neil Patrick Harris,” Kermit said. “I just hope he doesn't mind playing opposite Miss Piggy; she’s contractually obligated to play herself.”