A powerful satire examining the dark side of suburbia, the critically acclaimed American Beauty was met with both the highest number of nominations and the highest number of awards at the 72nd Academy Awards, including a Best Picture win. After Terry Gilliam, David Lynch, and Mike Nichols all turned down the chance to direct, Sam Mendes helmed the project as his feature directorial debut.

His diligent work behind the camera, paired with the efforts of a massively talented cast and crew, resulted in an instant classic that captured the zeitgeist in the late ‘90s. Here are 10 behind-the-scenes facts about American Beauty.

Carolyn’s Meltdown Was Done In One Take

Early in the movie, we see Carolyn show an open house to a couple of potential buyers who decide not to take it. When she’s alone, after failing to sell the house, she breaks down. Annette Bening nailed this scene in a single take.

The actor claimed that she based her performance as Carolyn on the suburban moms she saw behind closed doors when she used to work as a babysitter: “I used to babysit constantly. You’d go to church and see how people present themselves on the outside, and then be inside their house and see the difference.”

Thora Birch’s Parents Had To Be On The Set For Her Topless Scene

Thora Birch was under 18 when she shot her topless scene for American Beauty (she may have been 16 or 17 — there are conflicting reports), so she was a minor according to U.S. law. This meant that she couldn’t shoot the scene without permission from both her parents and the child labor representative, and they all had to be present on the set.

In an interview with Craig Kilborn, Birch said that her parents were supportive of the scene because they saw how pivotal it was for her character’s arc.

Honey Tobacco Was Used As Prop Weed

In a couple of scenes in American Beauty, Lester gets weed from Ricky. They share a joint outside the restaurant where they meet, and after that, Ricky sells pot to Lester every now and then.

In these scenes, honey tobacco was used as the prop weed. When Carolyn comes out to tell Lester she’s ready to leave, he starts laughing. This wasn’t scripted; Kevin Spacey just couldn’t keep a straight face, and Wes Bentley simply followed suit.

Lester’s Job Application At Mr. Smiley’s Was Actually Shot At Night

After quitting his office job, Lester drives down to a fast food outlet called Mr. Smiley’s to apply for a job in the drive-thru. Although this scene takes place in the middle of the day, it was shot at night.

The light had to be altered to look like it was the daytime in post-production. The fact that it was really night-time can be spotted in the fact that there’s no shadow from the sun on Lester’s face.

The Script’s Original Ending Was Very Different

At the end of the initial script, Lester actually went through with sleeping with Angela. The filmmakers eventually decided that having him stop right beforehand would be more effective, although they feared they’d be accused of playing it safe.

There was originally a less ambiguous ending in which, after Frank has killed Lester, Ricky and Jane are tried for the murder and found guilty. The filmmakers even shot and edited this ending. However, test audiences hated it, so a reshoot was in order.

The Awkward Bedroom Scene Took 10 Takes Because Annette Bening Couldn’t Keep A Straight Face

Before shooting the masturbation scene in American Beauty, director Sam Mendes told Kevin Spacey to improvise a few euphemisms, for two reasons: first, because it would be funnier, and second, because it would make the scene seem less rehearsed and more spontaneous.

Spacey ended up ad-libbing 35 terms for masturbation, but the scene took 10 takes, because Annette Bening couldn’t keep a straight face.

The Hand Model On The Poster Was Mad Men’s Christina Hendricks

In an Instagram post last year, Mad Men star Christina Hendricks revealed that she was the hand model whose hand appeared on the poster for American Beauty. However, it wasn’t Hendricks’ stomach; the stomach belongs to Chloe Hunter.

The poster bears the tagline “Look closer,” which refers to the meaning behind the title. American Beauty is named after a type of rose that is gorgeous in its appearance, but tends to rot beneath the roots. “Look closer” tells audiences to look past the appealing facade of suburban life to the dark side of its root.

Kirsten Dunst And Sarah Michelle Gellar Turned Down The Role Of Angela

When the roles in American Beauty were being cast, the role of Angela was offered to Kirsten Dunst, Brittany Murphy, Sarah Michelle Gellar, and Katie Holmes, who all turned it down. In Gellar’s case, it was due to her commitments to Buffy the Vampire Slayer. Kate Hudson, Majandra Delfino, and Tiffani Thiessen all auditioned to play Angela, but didn’t impress the casting team enough to land the part.

Seth Green and Jake Gyllenhaal both auditioned to play Ricky, while Jessica Biel was initially cast as Jane and had to drop out as the shoot conflicted with 7th Heaven.

Screenwriter Alan Ball Initially Envisioned The Film As A Stage Play

In his acceptance speech at the Academy Awards, screenwriter Alan Ball claimed that he came up with the idea for this movie while he was sitting in the World Trade Center Plaza and saw a paper bag blowing in the wind. He initially conceived the story as a stage play.

On the DVD commentary, Ball revealed that Angela’s line “You wanna have, like, 10,000 of his babies,” came from something he overheard at a U2 concert: a fan yelled to Bono that she wanted to have 10,000 of his babies. There’s a tribute to Ball within the movie, as Carolyn’s self-help tapes are attributed to “Dr. Alan Ball.”

Kevin Spacey And Annette Bening Were Always Sam Mendes’ Top Choices To Play Lester And Carolyn

When he signed on to direct American Beauty, Sam Mendes wanted Kevin Spacey and Annette Bening for the roles of Lester and Carolyn immediately. However, it’s not as easy as that, as the studio first has to approve.

Before Spacey and Bening got the parts, Chevy Chase and Tom Hanks were offered the role of Lester and turned it down. On top of that, Kevin Costner, John Travolta, Bruce Willis, Jeff Daniels, and Woody Harrelson were considered. Meanwhile, Holly Hunter and Helen Hunt were considered for Carolyn.