August marks the 10th anniversary of The Other Guys, director Adam McKay’s send-up, and tribute, to the buddy cop movies that have been a Hollywood mainstay for decades. Will Ferrell and Mark Wahlberg play Detectives Allen Gamble and Terry Hoitz, two disgraced and otherwise dismissed desk jockeys who inadvertently uncover a massive financial scandal at the exact moment when corporate malfeasance begins grabbing overdue newspaper headlines. The duo’s comic chemistry thrives on Ferrell’s bookish awkwardness juxtaposed with Wahlberg’s macho exasperation, while McKay (working with writer Chris Henchy) exercises a growing social consciousness against the backdrop of one of cinema’s most familiar and durable genres. Supporting performances by Eva Mendes, Michael Keaton, and Steve Coogan, plus cameos by Dwayne "The Rock" Johnson and Samuel L. Jackson (not to mention a murderer’s row of up-and-coming comedians and improvisers) breathe unforgettable life into an escalating series of side-splitting scenarios.
McKay’s most vivid memory of the shoot, he tells Mental Floss, was of the cinematic and gastronomic indulgence he enjoyed shooting a (for him) robustly-budgeted action movie in New York City. “I think I put on literally 25 pounds during that shoot,” he says. “At the end, my wife just looked at me and was like, 'You look as big as a house.' I mean, some days my body would hurt from laughing all day, and then I just ate like chicken parm sandwiches and pizza.
"That's the closest I've come to a full-on decadent Hollywood movie," McKay continues. "We had a really big budget. We were in New York City. We had cars blowing up. We had all these big actors everywhere. It's still, by the way, a budget that's probably half of a Marvel movie or a Michael Bay movie. But that's the closest I've ever come to feeling like Tony Scott and that kind of world."
Exclusive to Mental Floss, check out these behind-the-scenes tidbits and trivia from the making of The Other Guys, straight from McKay himself.
1. The Other Guys started with the unlikely pairing of Mark Wahlberg and Will Ferrell—as dinner companions.
"We went to a little Italian place off Santa Monica and the energy between the two of them was really funny," McKay recalled of what kicked off the idea for Will Ferrell and Mark Wahlberg's on-screen pairing. "Mark's a Boston guy, athlete, tough, boxer; Will's big—Will's 6-foot-3 and definitely an athlete and no pushover—but at the same time, at root, kind of a sweetheart. And they just had a funny dynamic between them. I kept laughing the whole night. And that was really what launched it."
2. Adam McKay didn’t set out to make The Other Guys a parody, but Hollywood quickly taught him not to edge too closely to familiar properties.
"There was some movie that came out about two 'star' cops. And I jokingly said, 'We should do the movie about the cops in the background of the star cops,'" McKay says. "Because they were doing an A-Team movie, I said, 'We should call ours The B-Team.' We may have even announced the movie as that, and someone back-channeled us, like, 'By the way, don't call your movie The B-Team. We're not going to sue you, but like, just don't do that.'"
3. As appealing as it was to send up buddy-cop movie conventions, then- (and still-) current events helped solidify The Other Guys's themes.
"The other big component was that the financial collapse was actively happening," McKay says of the timing of The Other Guys. "We kept talking about how you can't do a jeopardy plot that’s about drug smugglers—like we'll be looking back wistfully at the days of drug smugglers and safe crackers and bank robbers. And so a big part of it was: How do you do a modern cop buddy film when banks have disappeared trillions of dollars and millions of people have lost their homes through this kind of bureaucratic malfeasance? And that launched Ferrell’s character, a forensic accountant into paperwork—and the idea was that the new cop heroes are going to be bureaucrats who are into paperwork."
4. Michael Keaton’s repeated TLC references were written into The Other Guys script, though Adam McKay wasn't sure how well the running joke would translate.
A running joke in The Other Guys has Michael Keaton's Captain Gene continually quoting TLC songs. "We had done a couple readings of the script where it played really well, not that that means it's going to play funny in the final movie," McKay says. "We've had bits that killed in read-throughs, and then they go in the final cut and something about the rhythm just doesn't work. We were fairly confident in that joke. There are other times though where you do discover the bit and you're improvising, you're throwing out alternatives, the actors are playing around, and you discover a bit. Then I'll turn to Kate Hardman, our script supervisor and say, 'Alright, we’ve got to keep that one alive.' And then in future scenes, she would remind me, 'Remember, you had this joke you wanted to keep alive' and I'll get one take where we do it."
5. Dirty Mike and the Boys, on the other hand, were not in the original script.
"Rob Huebel improvised the line 'soup kitchen' and we kept joking about Dirty Mike and The Boys. The scene where I show up with our DP Oliver Wood, [our property master] Jimmy Mazzola, and our producer Pat Crowley, and we're Dirty Mike and the Boys, was not scripted," McKay explains. "That came out of us loving Huebel’s improv so much that we knew we had to put Dirty Mike and the Boys in the movie. That was a perfect example where improv spawned a bit that ended up running through the movie."
6. The scene involving Allen’s ex-girlfriend “Christinith” was inspired not just by the particular way some people spell or pronounce their names, but by their annoyance when it's mispronounced.
"Obviously it was a running joke that very beautiful women love Allen Gamble," McKay says. "And we were joking about people through the years who have names they want pronounced a certain way and they're oddly hostile about it. There was someone we'd known who was named Anna, but she wanted to be called 'Ana,' and if you called her Anna, she would get mad and I'd be like, 'Wait a minute, what? You can't get mad about that.' So that was where the Christinith joke came from."
7. Will Ferrell’s “Gator” alter ego in The Other Guys was created to further develop the film’s “paper-pushers as heroes” idea.
"The character [Allen] was a guy who appears very mousy and very beta and quiet and we just kept kicking around the idea of: What's power now? What's a hero now? And we had this idea that the reason that Allen Gamble was so conservative and buttoned-down was that he had kind of let his power out once before and it hadn't gone very well," McKay explained of the many dichotomies of Ferrell's character. "And then we just started laughing about the idea that he became a pimp and didn't realize it. So that was the joke—the idea that he’s like, 'No, no, no, I'm helping them run a dating service.' 'No, you were a pimp.' And the lifestyle pulling him down without him really realizing what he's become. The thing that makes me laugh the hardest is when he's first talking to the girl in college, she's just going, 'I could go on dates with guys.' 'Oh yeah. I can make sure to collect the money.' It’s so innocent."
8. Adam McKay and his collaborators refined a unique technical process leading up to The Other Guys to keep track of the many variations attempted, and often improvised, during production.
"Brent White, the editor on The Other Guys, has this great system where you can go to each line of the script and click it and all the alt versions of it will be underneath it," McKay explains. "That was really a breakthrough, and once he really got that system going, it changed a lot of things. Every version, every permutation of the joke is right in front of you, and it made the whole thing easier to sort."
9. The Other Guys composer Jon Brion is a musical chameleon, but Adam McKay didn’t direct him to draw on the sound of, say, Michael Kamen’s Lethal Weapon scores for Allen and Terry’s themes.
"A lot of movies I did with Will are always kind of in between an original story and a parody," McKay says. "We want them to be original, but they're clearly messing around with the tropes of the genre that you're used to. So the trick was I wanted it to sound like a cop score, but I also wanted it to be good. So we kept kind of batting that around."
10. The Oscar-worthy end credits song “Pimps Don’t Cry” emerged from a need for actress Eva Mendes to have a melody to sing, and Jon Brion’s chops corralling heavy hitters for a comedy-soul classic.
"We just wrote 'Pimps Don't Cry' for the scene," McKay explains. "When [Eva Mendes] sang it, we're like, wait a minute, can we record this? And, of course, Jon Brion knows everyone and has access to studios. So before you know it, we had CeeLo Green in there and it turned out Eva Mendes could sing. We recorded a whole track and I think even shot a video. But it came out of the scene. The actors were like, 'Well, what's the melody?' And we're like, 'Jon, you want to write something?' And then of course I was like, I gotta hear that song!"
11. Adam McKay explored the idea of Pop-Up Video-style detours in The Other Guys, but couldn’t figure out how to pull it off in the pre-streaming era.
"We had a thing that we were going to try and do in the movie where we would freeze-frame scenes and then a little box would pop out and show something from a couple months later. That was a style that was written into the script we had happening a bunch of times, and we could not get it to work. It's funny because now I know how I would do it, but at that time we just couldn't [make it work]."
12. The Other Guys's planned “flash-forward” scenes also included future President Donald Trump, whose Trump Tower gets blown up in the opening scene.
Future president Donald Trump filmed a cameo for The Other Guys, but it didn't make the final cut. "Donald Trump just basically wants to get paid," McKay says. "So if you show up and you write out a check for a certain amount of money, I can't remember what the amount was, $75,000 or $100,000 or something, he'll do it. Pretty much anyone could go to him and be like, 'Here's a check for $75,000,' and he will do it. Never in a trillion years imagining the guy would become president. He sort of was a New York joke for years, and Trump Tower was kind of known as being this cheeseball place, so it was a pure joke. But when we put it in the movie, we were like, 'Donald Trump’s so cheesy and cheap, let's not put this in the movie.' Even for the silly movie we were doing, it felt cheeseball, so we ended up cutting it out."
13. If there was a scene in The Other Guys that gave Adam McKay the “tingle in his balls” as a filmmaker that Allen and Terry feel while pursuing bad guys, it was the “Aim for the bushes” scene that sets up the whole film.
"I mean, that's one of my all-time favorite moments from anything I've ever been involved in," McKay says of his favorite scene. "I would say the family prayer scene in Talladega Nights, the Jenga tower scene in The Big Short, the other one was in Anchorman, when Jack Black kicks the dog off the bridge where the audience made this weird sound and were so stunned by it. And then Danson and Highsmith jumping off the building —oh my god, I had so much fun watching that with test audiences. No one saw it coming.
"[The Rock and Samuel L. Jackson] are such big stars that just in a million years, no one imagined it. When the guys were falling off the tower, they were so convinced they weren't going to die. You would hear people in the audience go, 'Yeah right, they would never survive that.' But when they hit, there was such a collective inhale from the whole audience, and then just explosion of laughter. But the other great moment for that was when I was in the edit with Erica Weis, our music editor and music supervisor, and we discovered the Foo Fighters song for that moment. It was just so perfectly over-the-top and a little cheesy, yet plausible. Of course the filmmakers would play this song! The entire puzzle clicked together perfectly when that song went in."
14. Adam McKay credits his executive producer for the coup of recruiting Dwayne Johnson and Samuel L. Jackson as the “star cops” by whose police work Allen and Terry would be measured.
"I give [executive producer] Kevin Messick a lot of credit for that casting," McKay says. "We wanted two big action stars that you would never think would die in a movie, and boy, Kevin really helped us get them. He had some connection to Dwayne Johnson, and he worked the phones to really help us get Sam Jackson. I saw Sam Jackson years later and he's like, 'People keep asking me if we're going to do a spinoff movie with these guys.' I was like, oh man, that could be fun. And Dwayne Johnson told me too he had people come up to him and mention those characters all the time."
15. The original ending to The Other Guys was even more bleak than the statistics that play over the end credits.
"We had this whole ending where like they bust Steve Coogan's character Ershon and they pull the thing together and they take him in and it turns out Congress has changed the laws and what he's done is no longer illegal," McKay explains. "I wish we had ended with that. That would have been a better ending. And then we had this other ending with Derek Jeter, where he comes out and it turns out he's connected to this whole underground thing that's fighting against the big banks. That's in the TV version they air, but it didn't really work ... when I say work, I don't care if the audience loved it. It didn't work for me with the narrative when we a test screened it. So I didn't think we stuck the landing on the ending on it."
16. Adam McKay always worked culturally relevant themes into his films, but The Other Guys galvanized this approach going forward, reflected more prominently in The Big Short and Vice.
"Ferrell and I would do these comedies, and we would always have something [else] going on in them," McKay says of his desire to weave bigger themes into his films. "Even Step Brothers was kind of about how consumer culture turns us into big giant children. And the Iraq War was such a horrible tragedy and disaster that right around that time, and that’s when I started thinking, 'I just gotta do some stuff that's more overt.' When the financial collapse hit, it was just like, all bets are off. So yeah, we tried to craft the whole movie like a comedic allegory for the financial collapse. If you look at the movie, they keep ignoring their union. And then there’s a big financier covering losses by taking money from workers. Of course, when the movie came out, no one cared—the movie just played as a comedy. Except for the ending credits, people really didn't catch it at all. Which I don't blame them! I think it was a little bit of an experiment in that sense. And the good news is the movie’s funny and I really love how it turned out."