One of Steven Spielberg's funniest, breeziest movies is the one about a teenage con artist who pretends to be a pilot, a doctor, and a lawyer. What fun! OK, he also steals more than $2 million—but at least nobody gets hurt. Catch Me If You Can was Spielberg's first (and so far only) collaboration with Leonardo DiCaprio, his fourth with Tom Hanks, and the first time those two mega-stars worked together. The result? A hit with critics and audiences alike, with a 96 percent Rotten Tomatoes score and a worldwide box office haul of $352 million. Put on your fake Pan Am uniform and dive into the behind-the-scenes story of the film, which made its debut 15 years ago today. 

1. IT TOOK 22 YEARS FOR THE BOOK TO BE TURNED INTO A MOVIE.

The real Frank Abagnale Jr. published his memoir (co-written by Stan Redding) in 1980, and sold the film rights the same year. (It was Johnny Carson who encouraged him to write a book, by the way.) A decade later, producer Michel Shane optioned the book again, then sold the rights in 1997 to another producer, Paramount's Barry Kemp, who hired Jeff Nathanson to write the script. Finally, in 2001, Kemp, Shane, and Shane's partner Anthony Romano accepted "executive producer" credits so that DreamWorks could bring in its own producer/director: Steven Spielberg. The film was released on Christmas Day 2002.

2. FRANK ABAGNALE ADMITS THAT THE STORY WAS EXAGGERATED.

When the film came out, Abagnale posted a message on his website acknowledging that it would probably have some exaggerations—because so did the book it was based on. The memoir's co-author, Stan Redding, interviewed Abagnale "about four times" and "did a great job of telling the story, but he also over-dramatized and exaggerated some of [it]." "He was just telling a story and not writing my biography," Abagnale said, and the book had a disclaimer indicating as much. Abagnale wrote that he was "honored" to have Spielberg, DiCaprio, and Hanks make a film inspired by his life, but added, "It is important to understand that it is just a movie ... not a biographical documentary." Still, he later told an interviewer that the movie and subsequent stage musical based on it were "about 80 percent accurate." 

3. A WHOLE LOT OF PEOPLE ALMOST DIRECTED IT BEFORE STEVEN SPIELBERG DID.

As of 2000, David Fincher was going to make the film, but dropped out to make Panic Room instead. Gore Verbinski was next in line, with Leonardo DiCaprio attached as the star. (Verbinski cast James Gandolfini in the Tom Hanks role, Ed Harris in the Christopher Walken part, and Chloë Sevigny in the role Amy Adams would eventually play.) But DiCaprio's commitment to make Gangs of New York first led Verbinski to drop out (that's when he made The Ring). Lasse Hallström was in negotiations next, followed by Spielberg (in his role as producer) offering it to Milos Forman and almost Cameron Crowe. Spielberg finally decided, in August 2001, to direct it himself. 

4. IF IT WERE TRUE-TO-LIFE, CHRISTOPHER WALKEN WOULD HARDLY BE IN IT.

In real life, Abagnale never saw his father again after he ran away. But Spielberg wanted to have Frank Jr. continue to seek his father's approval, to show up in his Pan Am uniform to impress him and seek advice from him. (For what it's worth, the real Abagnale approved of these changes.) 

5. FRANK'S MOTHER WAS RECOMMENDED BY BRIAN DE PALMA.

Spielberg wanted an actual Frenchwoman to play Paula Abagnale, so he asked the Scarface and Carrie director, a longtime friend then living in France, to look around. De Palma did screen tests with several actresses, including Nathalie Baye, whom Spielberg recognized from the 1973 François Truffaut film Day for Night. She was exactly what he was looking for. 

6. LEONARDO DICAPRIO HAD 100 WARDROBE CHANGES.

Costume designer Mary Zophres said, at first glance, she thought dressing DiCaprio would be easy. Isn't Frank in his fake pilot's uniform for most of the movie? Turns out, no. His wardrobe changes more than 100 times, though that includes minor alterations like removing a jacket. 

7. THEY SHOT IN MORE THAN 140 LOCATIONS IN JUST 52 DAYS.

That's an average of almost three locations a day, many of them in and around Los Angeles, but quite a few in New York City and Montreal. And as anyone who's worked on a film set can tell you, even a move of a few blocks is a massive undertaking. Spielberg and his crew worked fast.

8. WALKEN IMPROVISED HIS CHARACTER'S BIG EMOTIONAL SCENE.

It's when Frank Jr., now successful in his line of work (con artist), meets his father in a restaurant. The script calls for Frank Sr. to describe meeting his wife in France during the war ("Two hundred men, sitting in that tiny social hall, watching her dance ..."). Walken delivered the lines several different ways and then, on one take, without warning, became emotionally overwhelmed. "It was completely unexpected," DiCaprio said. "It wasn't in the script ... I thought the man was having a heart attack in front of me." Spielberg was blown away by the choice Walken had made for the character and the flawless way he executed it. That's the take they used in the final cut. 

9. JENNIFER GARNER ONLY HAD TO WORK FOR ONE DAY.

Spielberg had seen Jennifer Garner on Alias and thought she was about to become a big star. He was pleased that she was willing to take such a small role in his movie, and she was probably pleased, too: it only required a day of shooting. 

10. DICAPRIO MET THE REAL FRANK—WHICH SPIELBERG DIDN'T THINK HE SHOULD DO.

DiCaprio told an interviewer that Spielberg "thought maybe it wouldn't be a good idea" for him to meet Frank Abagnale. But DiCaprio contacted him anyway, somewhat secretly, and spent a few days following him around with a tape recorder. 

11. THE ONLY MAJOR CHARACTER WHOSE NAME WAS CHANGED WAS THE FBI AGENT.

Carl Hanratty is based on several FBI agents who pursued Frank Abagnale, mostly one named Joseph Shea. It was Shea who caught Frank, hired him at the FBI, and was friends with him for the rest of his life. Abagnale called him Sean O'Reilly in his book (since Shea was still working for the FBI at the time), and it became Carl Hanratty for the movie. Interestingly, at one point the screenplay called him Shea, or perhaps Shaye.  

12. IT BECAME A MUSICAL, BUT NOT A TERRIBLY POPULAR ONE.

Catch Me If You Can was subsequently adapted into a stage musical, with songs by the Hairspray team of Marc Shaiman and Scott Wittman. After a Seattle tryout, it opened on Broadway in the spring of 2011 and closed 170 performances later—a far cry from Hairspray, which ran for 2642 performances. Catch Me If You Can did win one Tony Award, though, for Norbert Leo Butz as Carl Hanratty. It went on to have a successful national tour.

Additional sources: DVD behind-the-scenes features