Fortified with complete creative control fresh off his critically praised instant classic Boogie Nights (1997), Paul Thomas Anderson wrote and directed Magnolia (1999). It is a sprawling yet intimate story that features an all-star cast, including Jason Robards, Tom Cruise, John C. Reilly, Philip Seymour Hoffman, Julianne Moore, and William H. Macy. The unconventional film helped Anderson score his second Academy Award nomination for Best Original Screenplay, along with Cruise, who was nominated for Best Actor in a Supporting Role.
1. PAUL THOMAS ANDERSON ORIGINALLY WANTED TO MAKE A SMALL, CHEAP MOVIE.
"The truth of the matter is when I sat down to write Magnolia, I truly sat down to write something very small, very quick, very intimate, and something I could make very cheaply," Anderson recalled of his initial intention. "Boogie Nights was this massive, two-and-a-half-hour epic. And I thought, 'You know what? I wanna bury my head in the sand and just make a little small movie.'"
But of course, that wasn't the final result. "I started to write and well, it kept blossoming. And I got to the point where still it's a very intimate movie, but I realized I had so many actors I wanted to write for that the form started to come more from them. Then I thought it would be really interesting to put this epic spin on topics that don't necessarily get the epic treatment, which is usually reserved for war movies or political topics. But the things that I know as big and emotional are these real intimate everyday moments, like losing your car keys, for example. You could start with something like that and go anywhere."
Anderson wrote a draft of the script in William H. Macy's cabin in Vermont. Anderson was scared to venture outside the cabin because he spotted a snake, and that bit of fear helped him concentrate on writing.
2. ANDERSON WROTE THE SCRIPT TO AIMEE MANN'S MUSIC.
Anderson and Aimee Mann were friends, so he not only listened to her music while writing, but had some unreleased demos to use as creative inspiration as well. "In a way, I sat down to adapt one of her songs," he said. "There’s a song called 'Deathly' that she wrote and the very first line of the song is 'Now that I’ve met you, would you object to never seeing me again?' Melora Walters says that in the movie. That sort of notion of being unlovable or being so fu*ked up you can’t understand how anyone could love you back was really important and really beautiful to me. It kind of made sense to me at that time in my life. I probably owe Aimee a ton of money for the inspiration she was to this movie."
Most memorably, Mann's "Wise Up" plays toward the end of the film, with each character singing along. Anderson worried it might come off as ridiculous, "but I tricked everyone by getting Julianne Moore to do it first. She can always set the pace, because actors are so competitive. Then everyone was up for it."
3. GEORGE C. SCOTT WAS NOT A FAN.
The role of Earl Partridge was initially written for, and ultimately played by, Jason Robards, but at first Robards was not able to accept because of a serious staph infection. So Anderson went to George C. Scott, who, according to Anderson, threw the script across the room and said, "This is the worst f***ing thing I've ever read. The language is terrible."
4. TOM CRUISE SIGNED UP AFTER SEEING BOOGIE NIGHTS.
Tom Cruise and Nicole Kidman watched Boogie Nights one night while shooting Eyes Wide Shut (1999) in England. Cruise enjoyed the film so much that he actually called Anderson to congratulate him and invited him to Stanley Kubrick's Eyes Wide Shut set in England. After they met, Cruise asked Anderson to write a role for him. Frank "T.J." Mackey was offered to Cruise six months later.
5. CRUISE AND ANDERSON SHAPED CRUISE'S CHARACTER.
Anderson had written Mackey in golf pants and polo shirts, like the character's former paralegal inspiration, but Cruise convinced his director he would wear an armband, “those leather-wrist, masculine hero kind of things," and the whole wardrobe changed. "Several" video reenactments of Mackey bedding women were cut from the film. It wasn't until they started shooting the scene of Mackey stripping naked in front of Gwenovier (April Grace) that Anderson told Cruise to take off his pants in addition to his shirt. Cruise asked, "What?" Anderson replied, "Yeah, yeah, yeah. It’ll be funny."
The script as written had Mackey break down when he got to his dying father's door. Cruise didn't "feel" that and changed the scene, including adding the part when he threatens Phil Parma by saying he will drop-kick the dogs. Cruise thought it would be funny if Mackey was afraid of canines. As part of his contract, Cruise was purposely barely visible on the movie poster, because he would have overshadowed the ensemble cast, and his character was, as The New York Times put it, "inconsistent" with the Cruise brand at the time.
6. PHILIP BAKER HALL CONVINCED ANDERSON TO KEEP THE FROGS IN THE MOVIE.
After Anderson told Philip Baker Hall his next movie was going to feature a sequence where it rains frogs, Hall, who had already acted in Anderson's two previous films (Hard Eight, Boogie Nights), had a story for him. "Philip had been driving on a mountain pass in Switzerland and he said for about 15 minutes it rained frogs," Anderson said. "It was really foggy and the mountain road was covered in ice. The frogs falling was not the thing that freaked him out. What freaked him out was that his car could not get any traction and he was afraid he was gonna fall off the mountain! I just thought right then and there I gotta go through with this sequence."
7. THERE ARE A LOT OF EXODUS 8:2 REFERENCES IN IT.
"I’d be a liar if I said to you it was written initially as a Biblical reference," Anderson admitted of the frog scene. "I truthfully didn’t even know it was in the Bible when I first wrote the sequence." He had in fact read about a rain of frogs from the writings of author Charles Fort (The Book of the Damned). Once he realized it was in the Bible, specifically Exodus 8:2, he had the set decorator "surprise" him with how many 8s and 2s he can hide in the background. The numbers appeared in everything from weather forecasts to apartment numbers and decks of cards.
8. JOHN C. REILLY AND ANDERSON DEVELOPED THE ACTOR'S MUSTACHIOED CHARACTER WHILE TRYING TO PARODY THE SHOW COPS.
Before Boogie Nights came out, Anderson and John C. Reilly were unemployed and obsessed with Cops. When Reilly grew a mustache for fun (looking like many of the officers on the series), Anderson insisted they do their own parody of the Fox show, which Jennifer Jason Leigh and Philip Seymour Hoffman later appeared in. Some of Reilly's lines in those shorts made it into the movie, but his character became smarter and more sympathetic because Anderson wanted to make the actor a romantic lead.
9. ANDERSON PURPOSELY WROTE MACY'S CHARACTER TO HAVE A BIG EMOTIONAL MOMENT.
Anderson told The Guardian that he wrote an emotional scene for Macy almost as a way to challenge him. "I think he's scared of big emotional parts—he thinks actors shouldn't cry—so I wrote a big tearful, emotional part just for him," Anderson said.
10. STANLEY WAS AN ACTUAL SMART KID, AND HIS STORY WAS INFLUENCED BY FIONA APPLE.
Jeremy Blackman made his feature film debut in Magnolia as kid genius Stanley Spector. Before that, he was a recipient of the President of the United States Award for Outstanding Academic Achievement.
His character not being allowed to use the restroom was based on a story Anderson's then-girlfriend, singer Fiona Apple, once told him. "She had to go to the bathroom in some kind of taping situation, " Anderson remembered, "and they just said, 'Well, can you just hold it and do this thing for us first?’ And she did. And when she told me this story, I wanted to strangle every person involved." (Apple also created some of the paintings in the background of the film.)
11. PATTON OSWALT WASN'T PRIVY TO THE PLOT OF THE FILM.
Patton Oswalt portrayed blackjack dealer/scuba diver Delmer Darion, and had his own unique and telling experience of working on the movie, which he shared with The A.V. Club:
"Delmer Darion. God. I was doing a show one night, and I went back in the kitchen and was hanging out, and Paul Thomas Anderson was there. We were just talking, and he was like, 'I’m doing this movie if you want a part in it.' I said, 'Yeah, sure.' So they called me the next day and said I needed to come in to be fitted for a wetsuit. I said, 'Can I see the screenplay first?' And they were like, 'Nope.' So I went in and got this custom wetsuit made, and they gave me two pages of the script and flew me to Reno. We shot this scene and then hung out all night drinking. And a week later, we were shooting and I was in the wetsuit. It was so hot to the point where I wasn’t even sweating anymore. And Paul was dumping bottles of water on my head to keep me from passing out and I was like, 'Paul, what are we doing?' He said, 'I can’t say right now, but I’ll just say that you are the first frog that falls out of the sky.' And I went, 'Okay.' So that’s what working with PTA is like."
12. THOMAS JANE WAS SUPPOSED TO HAVE TWO ROLES IN THE FILM.
Thomas Jane was originally supposed to have two roles in the film, but only portrayed the younger version of Jimmy Gator because he took another gig (Under Suspicion with Gene Hackman). "Paul (Thomas Anderson) never forgave me," Jane revealed. "And the movie with Gene Hackman, of course, has been totally forgotten."
13. THEY USED AN AUTHENTIC TURN-OF-THE-CENTURY CAMERA.
For the 1911 hanging, Anderson shot through a hand-cranked Pathe camera. "It's fun to see what it was like in 1911 hand-cranking the camera, finding out the limitations, the difficulties. You feel like you are there for a minute or two. And that's what I believe: you just can't fake it," Anderson said.
For the look of the other scenes, Anderson and director of photography Robert Elswit watched Being There (1979), Ordinary People (1980), Network (1976), and The Verdict (1982) before filming. "In terms of lighting styles, my brain took me to Eastern, wintertime movies, and I think that that seeped in [to this picture's palette]," Anderson said. "Sometimes we strayed from our plan, but my big goal was to make everything look like one story, so it didn't have the feeling of a vignette movie."
14. THE PHONE NUMBERS USED TO WORK.
Phil Parma dialed 818-775-3993 in the movie. When people dialed that number while the film was in theaters, they got the voicemail of a flustered woman saying, "Please leave a message at the tone." If you dialed Frank "T.J." Mackey's 1-877-TAMEHER, you would have heard Mackey's "Seduce and Destroy" program speech. If you dialed that number in 2011, The Chicago Tribune reported, it connected to a health club's corporate office.
15. ANDERSON INSISTED ON THE LONG RUNNING TIME, THEN LATER REGRETTED IT.
After New Line Cinema head of production Michael De Luca read Anderson's Magnolia script for the first time (on a Sunday, while Anderson watched movies in De Luca's screening room), De Luca was "ecstatic," then asked if there was any chance of cutting it down to two hours and 45 minutes. Anderson said "no." Since De Luca agreed to give Anderson creative control before seeing the script, there was nothing he could do. The running time was 188 minutes.
In 2015, Anderson admitted to Marc Maron that he regretted pushing for the three-plus hours of film. “I wasn’t really editing myself,” he said. “It’s way too fu*king long.”
16. THE REAL T.J. MACKEY CONSIDERED SUING.
Anderson got the initial idea of a pickup artist character from his friend, who taught an audio-recording engineering class. Two of his friends' students talked one day in the recording studio and their teacher recorded it. When the teacher played the unlabeled DAT years later, he was shocked to hear two guys quoting "seduction expert" Ross Jeffries. Anderson had John C. Reilly and Chris Penn read the transcription of the tape and incorporate it into the Mackey character. “He lifted some stuff almost word for word,” Jeffries later said. He ended up not suing because, according to Jeffries, he liked the movie.
17. IT WAS JASON ROBARDS'S FINAL FILM.
Sadly, Robards—like his character Earl Partridge—passed away from lung cancer, in December 2000. He was 78 years old.