Surprising Behind-the-Scenes Facts about Pretty Woman

     April 25, 2019


‘Pretty Woman’ is an undeniable modern classic. It launched the then-unknown Julia Roberts into superstardom and became a genuine phenomenon, grossing nearly half a billion dollars worldwide. But the film faced a difficult road fraught with casting trouble, studio changes, and total rewrites before it finally got made. Despite its iconic status, we’re willing to bet there’s a lot you don’t know about ‘Pretty Woman.’

The original ending was super dark

Pretty Woman is the quintessential feel-good romantic comedy, but the original ending of the film was pretty intense.

In the original script, Vivian’s friend, Kit, dies of an overdose; and Edward and Vivian don’t end up together. He throws Vivian out of his car, along with the money he paid her for the weekend.


Image via Buena Vista Pictures

Wow. That’s pretty grim.

The movie likely wouldn’t have been nearly as successful as it was had that been the film’s. But when Disney stepped in as producers, dramatic changes were made to the script to turn it into a crowd-pleasing modern-day fairy tale.

Julia Roberts auditioned twice

Several actresses auditioned for the role of Vivian before Julia Roberts was cast. However, when the film changed hands and wound up at Disney, the higher-ups were pretty dead-set against having Roberts in the film. She was a fairly new face, with barely any credits to her name.


Image via Buena Vista Pictures

Roberts suddenly didn’t have the part anymore, and was forced to audition for a second time. The role was offered to several other actresses, with each one either being unavailable to shoot the movie or flat-out turning the role down. In the end, Roberts was ultimately cast (again).

The movie was originally titled ‘$3,000’

When it first entered production, Pretty Woman was a very different movie. It was called $3,000, and Vivian was a drug addict. Her relationship with Edward is purely transactional, and the title refers to the amount of money that Edward pays her.


Image via Buena Vista Pictures

When the project got picked up by Disney, Roberts had to audition for the new director, Garry Marshall, who wasn’t interested in casting her at first. When the movie changed from a dark drama to a lighter romantic comedy, Roberts became the obvious choice.

It was hard to make Roberts laugh on camera

America fell in love with Roberts’ laugh in Pretty Woman, but not many people know how difficult it was getting the actress to genuinely giggle. Sure, Gere got her to bark in surprise during the jewelry box scene, but an earlier incident proved even more taxing.


Image via Buena Vista Pictures

During the scene where Vivian watches I Love Lucy reruns, Roberts had trouble laughing convincingly. So, Garry Marshall positioned himself just off screen and tickled Roberts’ feet to get the desired results. It’s a memorable scene, but it’s as disconcerting as it is charming: Vivian is so delighted, you’d think she’d never been allowed near a TV before, let alone one that shows moving pictures of a lady eating chocolate off a conveyor belt.

Richard Gere turned the movie down several times

The decision to cast Richard Gere wasn’t arrived at easily. But even when Marshall realized Gere was the right person to play Edward, the actor didn’t feel the same way. Gere turned down the offer to star in Pretty Woman not once but several times.


Image via Buena Vista Pictures

As a last resort, Marshall flew Julia Roberts out to New York to talk to Gere person and try to convince him. She wrote “please say yes” on a post-it note and showed it to Gere while he was on the phone with Marshall, and Gere finally agreed.

One major costume was bought off the street

One of the more memorable parts of Pretty Woman are all of the costumes worn by the various characters, particularly Vivian. It’s a good mix of late-80s cool and fairy tale tuxedos and dresses. One of the film’s most iconic garments was bought right off the street.


Image via Buena Vista Pictures

The red jacket worn by Vivian when Edward first spots her on Hollywood Boulevard was similarly spotted by costume designers as they were driving around looking for inspiration. The coat was being worn by some random person, and they bought the jacket right there for a handful of cash.

Roberts didn’t know how to drive

Julia Roberts was 21 at the time of filming, and hadn’t yet gotten her driver’s license. This didn’t stop her character Vivian from hopping behind the wheel of Edward’s Lotus Esprit and tearing around Los Angeles. Her character’s excitement was absolutely genuine.


Image via Buena Vista Pictures

In fact, Roberts’ enthusiasm was so genuine during these scenes that she frequently drove so fast the camera crews had trouble keeping up with her. Unsurprisingly, Roberts has said these were some of her favorite scenes to film.

The handkerchief gag was unscripted

There’s a fair amount of improv and ad-libbing in Pretty Woman, including the bit wherein Vivian loudly blows her nose into a handkerchief. In the scene, the prickly hotel manager is at first hounding her to discover what her business is at his hotel, but when she starts to get upset, he relents, and hands her his handkerchief, which she promptly soils to a comedic degree.


Image via Buena Vista Pictures

This gag wasn’t actually in the script – it was just something Roberts did in the moment. She was worried about the gag making it into the finished film, because she didn’t think it was particularly funny, but it wound up bringing some much-needed levity to a tense scene.

The bubble bath stripped all the color from Roberts’ hair

In the film, Vivian has short-cropped blonde hair when Edward initially meets her, but it is later revealed that she was wearing a wig, and her actual hair is long and vibrantly red. In reality, Roberts’ hair is dark, so it was dyed red for the movie. This became a problem during the famous bubble bath scene.


Image via Buena Vista Pictures

In order to have the bathtub overflowing with bubbles, it needed to be filled with a huge amount of detergent. The detergent wound up being so strong that it actually stripped the color out of Roberts’ hair. The crew had to do a late-night emergency dying session to get it back to the red color her character has in the film.

The entire crew pranked Roberts during the bathtub scene

While filming the memorable scene wherein Vivian is soaking in a bubble bath and loudly singing along to her Walkman, the crew decided to spring an elaborate prank on Julia Roberts. In the film, Vivian dunks herself completely underwater and comes back up to accept Edward’s offer to stay with him for a week.


Image via Buena Vista Pictures

During one take of the scene, after Roberts completely submerged herself, Richard Gere and the entire crew all ran out of the room while she was underwater. When she poked her head back up, the set was completely empty. You can actually find footage of both the prank and Roberts’ reaction on YouTube.

The cast and crew vowed to never make a sequel

Pretty Woman was a runaway box office success and genuine cultural phenomenon, so you would assume that a sequel would’ve been greenlit almost immediately. Obviously that wasn’t the case, because here we are 30 years later with no Pretty Woman 2 in sight.


Image via Buena Vista Pictures

Well, as it turns out, Richard Gere, Julia Roberts, and director Garry Marshall vowed to never do a sequel unless all three of them were involved. Considering Marshall recently passed away, this makes a sequel seem pretty unlikely to ever happen. However, the team did reunite for the 1999 film Runaway Bride.

One of the film’s iconic moments was improvised

The classic moment when Edward presents Vivian with a gorgeous necklace, only to playfully snap the jewelry box closed as she reaches for it, is one of the most memorable moments in Pretty Woman. It was heavily featured in the film’s marketing, and was endlessly parodied on shows like Family Guy.


Image via Buena Vista Pictures

However, Edward snapping shut the jewelry box wasn’t in the script. They’d done a few takes of Gere simply presenting Roberts with the necklace, but Marshall felt it was boring. So he took Gere aside and told him to snap the box shut when Roberts reached for the necklace. Her reaction in the film is 100% genuine.

The film features music by Richard Gere

There are a number of memorable songs in the movie, including the Elvis Costello hit “O, Pretty Woman” that inspired the film’s title. But star Richard Gere actually contributed to the soundtrack as well, with a piece of music he’d composed himself.


Image via Buena Vista Pictures

The scene in which we see Edward playing the piano was performed by Gere. That song he’s playing is a tune he’d written personally. It’s possible he didn’t even think about it, and just started playing the song out of muscle memory when he sat down behind the piano.

The famous necklace came with an armed guard

The amazing necklace Edward gifts to Vivian to wear to the opera is actually extremely valuable in real life. It’s worth a quarter of a million dollars, and the producers had to agree to some very strict and specific demands in order to use it in the film.


Image via Buena Vista Pictures

The budget for the entire film was only $14 million, so they weren’t about to buy such an expensive piece. Luckily, a jewelry store was willing to loan the necklace to them for filming, with the caveat that an armed guard be present at all times. That’s right – in every scene you see Vivian wearing the necklace, there’s an armed guard standing just off camera.

Roberts was very anxious about doing a love scene

Pretty Woman is an R-rated romantic comedy starring two attractive movie stars, so obviously there’s going to be a love scene. However, when it came time to film the intimate sequence between Vivian and Edward, Julia Roberts was incredibly nervous.


Image via Buena Vista Pictures

In fact, she was so anxious about the love scene between her and her costar Richard Gere that she broke out in hives. Garry Marshall climbed into bed with the two stars to try and help her feel more comfortable, and she was given calamine lotion to relieve her irritated skin.

An ’80s mega star was originally meant to play Vivian

Julia Roberts was Garry Marshall’s last choice for the lead role of Vivian. Initially, the part was offered to Molly Ringwald. Ringwald had enjoyed a series of hits in the 1980s, such as Pretty in Pink and Sixteen Candles, and was seen as a bankable star to headline Pretty Woman.


Image via Columbia Pictures

However, Ringwald turned the role down cold. She didn’t like the film’s content and was uncomfortable playing a prostitute. She’s later expressed regret several times. In her defense, she probably turned down the much darker role in the original film $3,000, because it wasn’t changed to Pretty Woman until after Roberts was cast.

Julia Roberts does not appear in the movie’s poster

The poster for Pretty Woman is almost as iconic as the movie itself. But the story behind it is surprisingly bizarre, beginning with the fact that the film’s star, Julia Roberts, doesn’t actually appear in it at all. Crazy, right? Read on.


Image via Buena Vista Pictures

In what could almost be considered a Photoshop fail had it not been created years before the Photoshop program even existed, the woman posing in the poster is actually Roberts’ stand-in, with Roberts’ head superimposed onto her body. Furthermore, Richard Gere’s hair is almost jet black, despite his hair being almost entirely silver/gray in the film.

Roberts screen-tested with 10 different actors

The search for the right actor to play wealthy playboy Edward was just as much of a challenge than finding the right Vivian. Roberts actually test-screened with 10 different actors to see which one shared the right amount of chemistry with the lead actress.


Image via Buena Vista Pictures

It’s clear the producers and director Garry Marshall didn’t have a super clear idea of what they wanted in Edward – the list of actors invited to film screen tests included Charles Grodin, known for playing sarcastic intellectuals, and the famously intense Al Pacino. The role eventually went to the kindly-yet-sophisticated Richard Gere.

Two major car companies refused to have their cars in the movie

In the film, Edward is a playboy living an expensive but emotionally unfulfilling life, so of course he had to have a flashy sports car.  Originally, the filmmakers planned for Edward to cruise around Los Angeles in a Porsche or a Ferrari, but they ran into some unexpected trouble.


Image via Buena Vista Pictures

Both Porsche and Ferrari declined to have their cars featured in Pretty Woman, because they didn’t want them to be associated with prostitution, which suggests they don’t know how their cars are used in real life. However, Lotus was more than happy to have their Esprit featured in the film as Edward’s preferred chariot, and sales of that model tripled after the film became a hit.

Some much darker scenes were also filmed

There are a few deleted scenes that reflect the darker tone of the original script, including a scene wherein Vivian is confronted by drug dealers and has to be saved by Edward. Vivian also had a much more colorful vocabulary in the original version.


Image via Buena Vista Pictures

For example, Vivian originally thanks Edward for saving her with the following quote: “I f**king beat the s**t out of a pimp who tried to force me into his stable. I could beat the s**t out of you! I almost started screaming in the restaurant I was so mad.” Hard to imagine America’s sweetheart making those lines works.

The Ambassador Hotel offers a ‘Pretty Woman’ experience

The hotel in the film is supposed to be The Beverly Wilshire, but it was actually filmed at The Ambassador Hotel in Los Angeles. While the Ambassador was torn down, the Beverly Wilshire offers a “Pretty Woman” experience – if you have a spare $1,000 to drop. What does that experience entail?


Image via Buena Vista Pictures

According to the hotel’s website, you’ll be treated to retail therapy with a personal stylist and wardrobe consultant, where you’ll be shuttled around Rodeo in a Mercedes-Benz. Your VIP suite awaits, but don’t forget the couples’ massage, off-menu items prepared the executive chef and a hand-drawn bath with aromatherapy bubbles. So basically, $1,000 to pretend to be a lucky prostitute for a day, and you don’t even get the pleasure of dressing down boutique employees who work on commission. As Vivian would say: “Big mistake! Huge!”

Several different actors were offered the role of Edward

There was a long line of actors ahead of Richard Gere for Pretty Woman. Albert Brooks and Sylvester Stallone were offered the role of Edward, but both stars turned it down. Marshall also considered Daniel Day-Lewis, Kevin Kline, and Denzel Washington. Even John Travolta auditioned, and Christopher Reeve went as far as doing a table read.


Image via Warner Bros.

Allegedly, Roberts wasn’t available to do the read with Reeve, and a casting director read her part instead. The director apparently did so badly that Reeve got upset, tore up his script, and stormed out. A fun game to play sometime: try to imagine what scene Reeve auditioned, and just how bad the casting director could have possibly been to get him that upset.

Gere broke a tooth while filming

In the scene where Edward catches Stuckey trying to assault Vivian, fires him, and throws him out, Gere actually broke a crown on one of his molars during the scene. If you watch, you can see him moving his tongue around in his mouth to inspect the damage.


Image via Buena Vista Pictures

This wouldn’t be the last time Gere refused to let an injury stop production. In 2006, while playing a reporter in the film The Hunting Party, Gere broke a rib on set and had to be rushed to a Croatian hospital. Despite the pain, he quickly rejoined the cast to shoot the rest of the movie, which is a real pity as the movie ultimately bombed.

Producers were worried about Roberts’ accent

Julia Roberts grew up in Georgia, and when she first started acting, her southern accent was slightly more noticeable. When filming began on Pretty Woman, the producers were worried that Roberts’ accent might slip out while she was delivering her lines.


Image via Buena Vista Pictures

The filmmakers found a creative way to cover their bases just in case some of Roberts’ twang came out. A line of dialogue was quickly added wherein Vivian explains that she grew up in Georgia, like Roberts herself. That way, any southern drawls that snuck in would be considered in-character.

Several big-name actresses were considered for Vivian

Julia Roberts faced a tremendous uphill battle in trying to land the part of Vivian in $3,000. When she finally got the role, the project changed hands and wound up at Disney, who had the script reworked into Pretty Woman and offered the lead role to Meg Ryan. Ryan was a rising star at the time, but she turned them down.


Image via 20th Century Fox

Ryan and Roberts weren’t the only soon-to-be-famous actresses in the running. Both Jennifer Connelly and Winona Ryder auditioned for Vivian, but Garry Marshall turned them both down because he felt they were too young. Ryder was 18 at the time, while Connelly was 19. When Roberts finally got the part, she was only 21.

‘Pretty Woman’ was the first role for a big ‘Simpsons’ star

Hank Azaria appears briefly as a detective investigating the body of a dead prostitute found in the dumpster. (A holdover, presumably, from the dark, gritty origin story.) This was his first speaking role in a film, and it’s an inauspicious one: his name in the script is literally Detective, and his sole character motivation is “keeping tourists from taking photos of a dead body in the trash.”


Image via Buena Vista Pictures

Ironically, Azaria would become one of the more famous voice actors of our time for his work on The Simpsons, where he portrays, among many other characters, bumbling Police Chief Wiggum, who made his first appearance in the episode “Homer’s Odyssey” in 1990… the same year as Pretty Woman.

‘Pretty Woman’ has been adapted into a stage musical

A stage musical adaptation of Pretty Woman opened on Broadway in 2018 with music by Bryan Adams and Jim Vallance, who wrote the lyrics of many of Adams’ hit songs, including “Summer of ’69.” At first it seemed like theatrical slam-dunk, breaking the box office records of the Nederlander Theater before its official opening. Then came the reviews.


Image via Atlantic Records

Some critics praised the performances of leads Samantha Barks and Andy Karl and the supporting cast, but many found the songs cheesy and the messaging retrograde. “It’s clear that the all-male creative team hasn’t interrogated the story,” wrote Michael Schulman in The New Yorker, “beyond selling T-shirts that pair the title with phrases like ‘Funny Woman’ and ‘Strong Woman.’”

Richard Gere was hard to get

Richard Gere wasn’t terribly impressed with the role of Edward and had no idea the film would be such a worldwide hit. He said in an interview “How would you know? It was a silly little script, and when it came to me, the part was a suit. It was like put someone in the suit, basically.” Glad nobody ever asked him to be Batman.


Image via Buena Vista Pictures

You have to remember, Gere’s breakout role was in American Gigolo, where he got to be the charming Los Angeles prostitute, and which turned him an overnight sex symbol. Then came An Officer and a Gentleman, which earned six Academy Award nominations. Gere may have felt overqualified to play the straight man to Robert’s effervescent Vivian in a romantic comedy, though we doubt he has any regrets today.

Disney demanded that the movie be changed

Disney’s then-president Jeffrey Katzenberg pitched that the film be rewritten as a modern-day fairy tale rather than the dark, cautionary tale screenwriter J.F. Lawton originally intended. It was rewritten and released under Touchstone Pictures, Disney’s adult-themed label. The title was changed from $3,000, because Disney thought it sounded like a science fiction movie.


Image via Buena Vista Pictures

As for Lawton, Pretty Woman marked his first and last foray into the world of romantic comedies. His debut feature, Cannibal Women in the Avocado Jungle of Death, was more emblematic of the movies he’d go on to write: Under Siege, Howard Stern’s The Adventures of Fartman and Damon Wayans’ superhero vehicle, Blankman, among others.

Werner Herzog was offered the chance to direct

When the film was still a dark drama, Richard Gere was attached and Diane Lane was close to playing Vivian, getting as far as the costume fittings. It was apparently during this time that legendary director of things that aren’t romantic comedies, Werner Herzog, was approached and asked to direct the film. Herzog declined, according to an interview he gave in 2009.


Image via Netflix

Apparently it wasn’t the producers but Gere himself who personally asked the Fitzcarraldo director to come on board. To this day, Gere claims Herzog as both a friend and an inspiration, which goes a long way towards explaining Runaway Bride’s underlying themes of darkness, loss and the futility of the quest to find meaning in a world of chaos.

Roberts spent a week at a free clinic to research her role

Roberts spent several days volunteering in a Los Angeles free clinic to prepare for her role. Director Gary Marshall’s wife worked there as a nurse; ironically, her husband never stepped foot in the door. Barbara Marshall later said, “Garry would never visit me at the clinic, because he was a hypochondriac and afraid of getting a disease. But he asked if Julia could come and talk to some of the patients.”


Image via Buena Vista Pictures

Initially worried about how the actress would fit in among the patients, Marshall paid two of the clinic’s regulars $35 to spend time with Roberts. But she needn’t have worried: Twenty minutes after meeting them, Roberts left the clinic to take them on a joyride in her car.

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