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Bleak, Brutal, Brilliant 'Breaking Bad': Inside the Smash Hit That Almost Never Got Made

This story first appeared in the July 20 issue of The Hollywood Reporter magazine.

Breaking Bad creator Vince Gilligan looks the part of TV tourist on this day, June 22, as he arrives on the suburban Albuquerque, N.M., set of his AMC hit. With a Nikon D700-type camera draped around his neck, he snaps photos of the cast and crew for posterity and catches up with director Michelle MacLaren and writer Moira Walley-Beckett. With him is his girlfriend, Holly, a former teacher in a summery green blouse and matching flip-flops, whom he met 20 years ago in Virginia. "Vince named the baby after me," she says, gesturing to the infant, one of many, who portrays the youngest child of stars Bryan Cranston and Anna Gunn. Holly continues of her longtime TV writer beau: "He used to drop little Holly references into episodes of The X-Files, too, like, use my street address in some conversation between Mulder and Scully. My friends would call and say, 'I caught the Holly moment!' " Beaming, she says, "He's my sweetie."

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Vince Gilligan … sweetie? The man behind arguably the most disturbing show on television, a watch-through-your-fingers series about a chemistry teacher-turned-meth dealer, has liquefied a body like tomato soup, put an informant's decapitated head atop a desert tortoise and crushed a junkie's skull with the base of an ATM. Still, he's hardly the horror junkie one might imagine. While his show pushes the boundaries of intellectual gore to such a degree that it makes The Sopranos look like All in the Family, Gilligan, 45, confesses: "I have the weakest stomach of anyone I know. I used to give blood at the Red Cross just to cure myself of fainting from watching bloody things. The fact that I put this stuff on the air is, admittedly, ironic."

And though he fought for -- and lost --a battle with AMC execs to keep three more seconds of a brutal death scene in his infamous season-four "Box Cutter" episode, Gilligan, who broke into the business by writing the syrupy-sweet Drew Barrymore romantic comedy Home Fries in 1998, says his only goal is to "make the audience feel something on a visceral level."

"I want moments of showmanship," he continues. "Moments that take your breath away."

The results speak for themselves. As the much-praised drama heads into its penultimate season July 15, it's dismissive to suggest that the series is just a study in envelope-pushing. Since its against-all-odds premiere in 2008, amid the soon-to-be imploding economy, the series with a quirky name -- a Southern colloquialism meaning "raising hell" -- has catapulted Gilligan and a cast of mostly unknowns into the medium's highest critical ranks. In the process, Breaking Bad has tapped into the zeitgeist of economic insecurity with its narrative of how far one poorly insured, middle-aged, lung cancer-addled man (who didn't even smoke!) would go to provide for his family in the wake of a bleak prognosis. Like a (very bad) Robin Hood for the nation's 99 percent, Cranston and his masterful embodiment of Walter White speak to an unexpected -- and unrequited -- rage among viewers, who, no matter their gender or station in life, see a reflection of their own humiliations and angst, even as White spirals deeper into his moral descent.

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Along the way, Breaking Bad has earned 16 Emmy nominations, six wins and enviable buzz among such addicted industry fans as Conan O'Brien, Mindy Kaling and Judd Apatow. It also has helped raise the fortunes of AMC (for which Mad Men now passes the Sunday night prestige baton), generating $30,000-plus per 30-second ad last season, according to SQAD Netcosts. And while it doesn't have media elite drooling over it in quite the same way as Matthew Weiner's drama, its fan base is no less rabid. On July 13, Gilligan and his cast will come face to face with some of those devoted followers with their first Comic-Con appearance.

As for now, how the series will conclude in the wake of drug lord Gus Fring's face-melting demise remains a hotly debated topic online. But Gilligan allows for a few morsels to drop. "We're definitely going to see Walt winning more," he says. "The question of season five is: What does it take to stay at the top? What will he do with that power, and will it be as easy?" Adds co-star Aaron Paul, 32, who plays Cranston's hapless meth-dealing associate Jesse Pinkman: "It's not going to end pretty. It's a bloodbath now, I'll tell you that."

But the spoilers end there. Which is why one day earlier on a steamy morning, Cranston -- who, like the rest of the cast, chooses not to know any plot points in advance -- finds joy in messing with a reporter inside a garage cramped with monitors, a dozen directors' chairs and 25 overheated bodies. "This scene right here comes right after Skyler [Gunn] gets beheaded, right?" he says with a devilish smile as he turns to the episode's writer, Walley-Beckett. "Man, there's a lot of blood in that scene. Good thing Anna is game for it." Dressed in one of his character's signature earth-tone-shirt-and-khakis ensembles, Cranston has the gaggle of women surrounding him -- which includes director MacLaren and script supervisor Helen Caldwell -- in stitches.

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As the desert heat hovers around 96 degrees and 35 crewmembers slathered in sunblock swarm around the set, Gilligan's actors are focused on nailing their lines. It is now 1:45 p.m., and Cranston and his character's DEA agent brother-in-law Hank Schrader, played by Dean Norris, have done at least a dozen takes of a conversation about Hank's job woes when the former enters the garage area and positions himself in front of a mobile A/C unit. "I think for the next one, the audience should really be wondering about Walt: Is this all so easy for him? Is he really over everything?" MacLaren says to her star, who puts his now-iconic shiny bald head directly in the airstream to cool off. "Sounds good," Cranston responds, taking a swig of water and a handful of Corn Nuts.

As impressive an actor as he is, Cranston, 56, can't hide his exhaustion. Aside from the grueling production schedule of Breaking Bad, he has appeared in more than a half-dozen features in the past year, including Drive and Rock of Ages. But he's very aware that the expiration date on the coolest job of his 30-year career is looming.

"I'm more tired than I've ever been," he says. "But when the material is this good, you don't even think about it."

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Eight years earlier, Breaking Bad was little more than a lesson in what not to pitch. A drama centered on a 50-year-old crystal meth dealer with cancer had studio and network executives running scared. Sony TV's Zack Van Amburg and Jamie Erlicht recall being on the receiving end of Gilligan's presentation dumbfounded.

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"He was talking about a character who had no joy in his life. He had no special skills and was living a very mundane existence. Oh, and then he gets cancer," Van Amburg says, adding: "Jamie and I were looking for the hidden cameras in the room and trying to figure out what was happening."

But 20 minutes into Gilligan's "Mr. Chips turns into Scarface" pitch, he hooked them. The former X-Files writer had shifted gears, talking more broadly about what happens when you have a life-changing moment and have to take stock as a person, a journey Breaking Bad's Walter would go on. The idea was born out of a phone call from fellow X-Files scribe Tom Schnauz, who had read an article about a guy cooking meth out of an RV.

"I said, 'That sounds like a good way to see America.' It literally started as a joke," Gilligan says, recalling his post-X-Files career uncertainty (he spent seven seasons on the series). "The idea of it suddenly struck me as wonderful for a TV show because who would do such a thing? And if he were indeed someone like us -- meaning a couple of dopey middle-aged white guys -- what would that look like?"

That strait-laced Gilligan could tell the story through a character as naive about methamphetamine as he was made the creative process that much easier. "They say, 'Write what you know.' And while I've never cooked or sold meth, I know what it feels like to be desperate, and Walt was desperate in the pilot," notes Gilligan, who spent time at the Riverside, Calif., DEA's office early on and remained in touch with drug agents.

More surprising for those who know the Farmville, Va., native is that such a genuinely sweet man could be so full of dark tales. "I like being nice, but this darkness within me allows me to write these kinds of characters, and I surprise myself sometimes with some of the images or thoughts that I come up with," he confesses, adding, "There is a difference between thinking and doing, and writers very often think a lot more than they do."

Recognizing that Gilligan's concept was better suited for cable, Sony began setting up meetings. Showtime passed because it already had Weeds, about a pot-dealing suburban mom, in development. TNT and HBO passed as well; the former because a more mainstream network couldn't center a series on a meth dealer, the latter because the execs in place at the time didn't envision it as a series. ("They wouldn't even grace us with a 'no.' They were basically like, 'Just get out of the office, please,' " says Gilligan.)

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FX bit in 2005 and started to develop Breaking Bad around the same time as Courteney Cox's L.A. tabloid drama Dirt. But the network, which already had three male anti-hero dramas on the air, was eager to lure females. So Dirt got the order, and Breaking Bad was passed over. "It was as dead as a hammer," says Gilligan, who turned to another rewrite of the Will Smith action feature Hancock. (FX chief John Landgraf has since said: "If I had known that Vince Gilligan was going to be one of the best showrunners in television, and Breaking Bad was going to be literally one of the very best shows in television, I would have picked it up despite the concept.")

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What came next is the stuff of TV legend. Jeremy Elice had been director of original programming at AMC for a matter of days when he set up a meeting at the West L.A. eatery John O'Groats in early 2006 to discuss potential projects with one of Gilligan's ICM agents, Mark Gordon. The network had no originals on air, and Mad Men had yet to progress much beyond the spec-script phase. Gordon passed along two projects that potentially could put AMC on the map: a drama from State of the Union scribe Bruce Wagner and Breaking Bad. Elice, who had gotten his start at FX (and now heads up Legendary TV), was desperate to make the latter ("It was a totally original story about an underdog with about a one-in-a-million chance," he recalls), and soon AMC's then-programming execs Christina Wayne and Rob Sorcher would be, too. Gilligan was less confident, joking to Gordon: "Why didn't you send it to the Food Network? It is a show about cooking, after all."

Still, Gilligan agreed to meet the trio at Beverly Hills' L'Ermitage Hotel to discuss the possibility. "I thought, 'Well, I'll get a good $14 Scotch out of it,' " he says, laughing now over burgers near his rundown office in Burbank. "But this will be one of these meetings where they say, 'Hey, we love your work and we want to start doing TV shows,' which at the time, I thought was akin to, 'Hey, we love your work and we're going to build a base on the moon, and we want you to design it.' " To Gilligan's delight, he had underestimated AMC's desire to get into the originals space with a noisy, nowhere-else-on-TV project, and the drinks turned into a working meeting.

In the year or so that followed, FX agreed to release the project, allowing Sony to ink an AMC deal. From there, the pilot location was moved from Riverside, where Breaking Bad initially was set, to Albuquerque to capitalize on tax incentives, and a cast was hired. Wowed by Cranston's 1998 guest appearance on X-Files, Gilligan was dead set on hiring the Malcolm in the Middle actor for a role initially conceived for a 40-year-old. ("We pushed for him to be 50 because at 40 he's a little too young to have this crisis. It was just so much more impactful to have him a little bit older," says former AMC vp production Vlad Wolynetz.)

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But the suits had trouble envisioning Fox's suburban dad as their star and threw out film-star names including John Cusack and Matthew Broderick (both passed). "We all still had the image of Bryan shaving his body in Malcolm in the Middle. We were like, 'Really? Isn't there anybody else?' " recalls one former exec whose mind was changed when he saw the X-Files episode Gilligan urged each of them to watch, in which Cranston plays a desperate man suffering from radiation exposure. "That was a tricky part to cast on X-Files," says Gilligan. "We needed somebody who could be dramatic and scary yet have an underlying humanity so when he dies, you felt sorry for him. Bryan nailed it."

As for Cranston, Breaking Bad offered the type of challenge and creative freedom he craved after years on a network sitcom. "I wanted a change of pace, and whether that meant a comedy or drama, it was going to be different because I didn't need the money anymore," he says. "And I never wanted to be in a position where I should make a creative decision based on financial need. I didn't want a 'job.' I didn't need to work ever again."

Paul, too, was far from a unanimous choice, and it wasn't until he was auditioning for the part that Gilligan realized that the actor had appeared on X-Files as well. The concern was that Paul was too old and too "pretty boy" to be believable in the role of a young meth dealer. "He's too good-looking? I had never gotten that in my entire life," the actor laughs as he recalls the initial resistance. The cast was rounded out by Dean Norris, Betsy Brandt and Deadwood's Gunn, who had recently given birth to her second child but was persuaded to audition by her friend and casting director Sharon Bialy. "I didn't think I wanted to start working again so quickly," Gunn says, "but I sat down and read the pilot and was like, 'Oh my God, this is unreal.' "

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In the days leading up to Breaking Bad's Jan. 20, 2008 premiere, concerns grew about its potential negative-PR impact on the network. "What if critics wrote, 'AMC glamorizes crystal meth use'?" recalls Wayne. The PR team prepped a series of anti-drug PSAs to air during the show. In the end, she notes, "There wasn't a single critic who cared about that when they reviewed the show." (Cranston acknowledges that since the show has been on the air, there have been copycat situations reported. As a preventative measure, he says, "in those montage cooking scenes, we purposefully shoot the steps out of order so we don't make a how-to video.")

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The biggest obstacle when Breaking Bad bowed was not a horrified audience but the New York Giants. On that night, an NFC championship nail-biter between the Giants and Green Bay Packers went into overtime, bleeding into the 10 p.m. hour in which the net had hoped the game's male viewership already would have switched over to AMC. "The first 15 minutes of Breaking Bad, we were up against a 29 rating, and a male-skewing 29 rating at that. It was just brutal," notes AMC president Charlie Collier of the most-watched non-Super Bowl game in more than a decade. He tried to get Giants kicker Lawrence Tynes on AMC the following evening to have him "reintroduce what he had messed up for us, but he ended up going on Letterman." That first episode delivered only 1.4 million viewers.

The streak of bad luck continued with the writers strike, which cut Breaking Bad's original 13-episode first season to seven. But in hindsight, many involved call the forced pause a blessing because it allowed Gilligan and his writers time to gather their thoughts. (Early plans for the series included killing off Paul's character.) Nonetheless, it was enough time for the TV Academy to recognize that here was something special.

Eight months after the series' premiere, Cranston, nominated three times but never rewarded during his seven seasons on Malcolm, won the first of his three consecutive best actor Emmys. In 2010, Paul took home the supporting actor Emmy, and the show would be nominated for its first of two best series nominations. It would lose to Mad Men (now gunning for a record five consecutive drama series wins at this year's awards). "If Mad Men is The Sopranos, this show is The Wire," says one exec, likening the series' appeal to that of HBO's critically lauded yet commercially challenged drama.

To suggest a rivalry between AMC's two most critically acclaimed series would be unfair -- Gilligan calls Mad Men "excellent" -- but Sony execs acknowledge that there has long been a chip on their shoulder. "We always felt like we're the unloved stepchild of the media's love of Mad Men," Erlicht says of early frustration, which has subsided some as Breaking Bad has emerged a darling of the critical community, with THR's TV critic Tim Goodman calling it "one of the greatest dramas in TV history."

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But by summer 2011, the fate of Breaking Bad, whose fourth season lured 1.9 million viewers, was in question as Sony and AMC engaged in what became a public war. AMC reportedly was looking to wrap up the pricey series (sources put the budget in the $3 million range) in six to eight episodes, while Sony wanted 13. "It was like when Mom and Dad are fighting, you kind of go like this," says Gilligan, placing his hands over his ears, as he describes a situation that he labels "above his pay grade." Depending on who tells the story, AMC execs didn't want to shell out the money because they had just signed a painful $30 million deal with Mad Men's Weiner, or because the network's recent push to own its series had put financial strain on the company. Plus, an exceedingly dark series like Breaking Bad wouldn't generate the type of ad revenue that made spending more pay off.

Today, AMC execs brush off the criticisms, arguing that the studio and network were playing their roles well and their business-affairs teams were in constant touch. "There was one mission for both of us, which was to get Vince enough room to write to conclusion," notes Collier of an outcome they were able to achieve. Although FX, HBO and DirecTV are believed to have expressed interest in poaching the series during that period, according to sources, Sony and AMC reached an agreement to air 16 episodes -- broken into two eight-episode installments -- to bring the series to an end. At press time, Gilligan and his writers were mapping out the final episodes, set to bow in 2013. Notes Gilligan: "I always say, you want to leave a party when people say, 'Aw man, they were so fun, why did they have to leave so soon?' rather than, 'Ugh, are they still here?' "

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Back in Albuquerque, a flush-faced Gilligan is regretting his choice of blue jeans and long-sleeved T-shirt inside an A/C-free living room. "This is the kind of heat that can take your skin off," he says.

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Gilligan offers only slight feedback to MacLaren and Walley-Beckett as the actors return from shooting outside for a sip of water. "I never have to worry when I know they're in charge," says Gilligan of his director and writer. He says he learned from X-Files creator Chris Carter the value of having the writer on set, which is hardly customary. (Also uncommon: Two women running an episode of a male showrunner's drama.)

Gilligan knows these moments on set are numbered, which makes him at once nervous and nostalgic. "It's scary because I know that when this is all said and done, if we have an ending where people say, 'Oh man, that sucked,' there will be no one to pin the blame on but me," he sighs. He cites M*A*S*H as having his favorite series ender and has encouraged his writing staff to consider great movies as well as shows for finale inspiration. When Breaking Bad ends, Gilligan has aspirations to direct one of the smaller features he wrote earlier in his career or dabble in limited-series TV. Sony brass would like to dust off his TV concept Battle Creek, a mismatched-buddy-cop pilot that CBS passed on before Breaking Bad. As for his two stars, Cranston has a collection of films forthcoming; Paul is in talks to star in the HBO pilot The Missionary, a Cold War-era drama that would feature him as a '60s missionary-turned-spy.

By 10:30 p.m., the crew has wrapped at the White house and Cranston is signing autographs for fans who have been waiting on the sidewalk for more than two hours. He admits later that he "expected to enjoy the fame thing more" and prefers to keep a low profile when he's home in L.A. with his wife, Robin, and 19-year-old daughter, Taylor. "I'm that guy in the airport with a hat and glasses," says Cranston. "I like to sit next to old people at the gate because I'm sure they don't watch the show."

The final setting of this long day is consummate Breaking Bad: a U-Stor-It storage-unit facility next to a Hooters. As it approaches 2:45 a.m., the martini shot -- set-speak for the last shot of the day -- is announced, and this ragtag family girds itself for one final take. It's a brisk one, and as quickly as the company set up, all traces fade as the crew dismantles the set and the actors say their goodbyes. They will see one another at the wrap party in two days, but that doesn't stop crewmembers from hugging and shaking hands with Gilligan, who thanks each one for his or her hard work.

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Says Cranston: "This really is a family. We've gone through marriages, divorces and births of babies. We've grown a lot as people. And hopefully when we say goodbye, we'll be able to look back and say, 'That's some damn fine storytelling right there.' "